


A Spider's Bond

by Eternal_Dark_Light



Category: Spider-Man - All Media Types, Spider-Man: Into the Spider-Verse (2018)
Genre: Alternate Universe - Canon Divergence, Blood and Injury, Character Death, Crime Fighting, Emotional Hurt/Comfort, Fights, Fluff, Fluff and Angst, Gen, Kidnapping, Racism, Torture, Violence
Language: English
Status: In-Progress
Published: 2020-11-08
Updated: 2021-02-22
Packaged: 2021-03-09 03:48:32
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 7
Words: 31,993
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27464446
Author URL: https://archiveofourown.org/users/Eternal_Dark_Light/pseuds/Eternal_Dark_Light
Summary: Spider-Man Noir patrols the back alleys of New York City during the Great Depression and stops some crime. He finds himself with someone special and has to work together with the rest of the Spider family.
Relationships: Miles Morales & Gwen Stacy, Miles Morales & Peni Parker & Peter B. Parker & Peter Benjamin Parker & Peter Porker & Gwen Stacy, Peni Parker & Peter Benjamin Parker
Comments: 39
Kudos: 20





	1. The Capture of a Spider

**Author's Note:**

  * For [KeroZombie](https://archiveofourown.org/users/KeroZombie/gifts), [AnimationNut](https://archiveofourown.org/users/AnimationNut/gifts).



**December 20, 1935**

In the tall buildings of the corrupt New York City, Spider-man Noir started to patrol the alleys and rooftops of New York for any lowly goons that may cause harm to innocents. Noir is becoming more accustomed to patrolling the rooftops of New York as (Like The Goblin and his freakshow)scummy mob bosses filled their pockets with ill-gotten money. As Christmas was fast approaching, many desperate goons excused themselves to stealing, murder,drugs and more sickening acts of violence. Noir leaps from the edge of the building he is on to the next edge of the building. Noir extends his right arm and curves two of his fingers next to his palm to release a line of black webbing from his arm to reach the building more easily.

' _It seems these streets are never safe' Noir knew the danger of these streets each day. There was an endless wave of goons everywhere._

Noir reaches the fire escape as he begins tugging on the black webbing. He propels himself up to the hanging ladder. Noir grips the cold metal tightly(Thank Goodness for leather gloves)and flips upwards till he reaches the top of the building. He used to believe that he was a horrible freak like Goblin and his inhumane goons.That was until he met Peni and the other Spider-family that opened his eyes to new things.He learned about color and future gadgets like the computer, phone and other stuff. He is on friendly terms with each of them except for one.

Peni Parker, partner of SP//dr in the year 3145 on Earth 14512 is a cheerful, bubbly young girl who had somehow warmed her way into his heart. He tried to stay emotionless and tried to keep everyone at arms length to protect them. Unfortunately, Peni's persistence and kindness made Noir care for the young 13 year old as she became something of a daughter to the hard-boiled private eye.

' _I wonder how Peni is feeling today, maybe I can have a keen talk with her.'_

Noir suddenly feels his head split in pain as his spider sense starts to go off in his head. A started, scared scream startles Noir out of his thoughts.Noir quickly begins scouting the area to find the endangered person. Noir quickly begins running from the top of the building and drops to the fire escape. He uses his spider abilities to stick to the wall and sneak up on the crazed goon with the weapon. The alleyways always have a distinct smell of piss and poverty. Noir uses the shadows to make the drop on the unsuspecting thug. Unfortunately, the thug spots him and the man tenses up.

"Welcome Spiderman, It seems I can not go on with my usual business". The goon was wearing a filthy, brown coat and pants as he holds a blond woman in a green dress at knifepoint, holding her arms tightly. Noir could see the edge of a gun on the left coat pocket of the goon.

"Let the dame go or I will use my gat and pop you with lead." Noir has to be careful that he doesn't endanger the hostage or anger the psychopath into killing the woman. Noir raises his gun with his right arm and prepares for whatever the goon might possibly do.

"I not a twit to fall for your tricks, Spiderman. I will not let my prey escape that easy." The goon smiles sadistically and gleefully at the fear present on the women's face. Noir acts quickly and he stretches his left arm and curves his two fingers to his palm. His three fingers stuck out as he shoots his black webbing at the psychopath's face.

The goon's eyes widen in suprise as he is blinded by the webbing.The goon drops his knife and screams as he desperately claws at the webbing on his face. The blond woman runs from her would-be killer's grip and run towards Spider-man. Noir quickly raises his revolver with his right hand and shoot two bullets into the goons' legs. The thug crumbles onto the floor in a pained yell. Noir puts the revolver in its holster and he outstretches both arms to web up the goon in a thick cocoon.

"Thank you for saving me, Spiderman. If it wasn't for you, I would have been dead." The blondie thanks her savior and begins to run home.

' _Another day, Another life saved'_

Noir calls the cops and starts to wall crawl the wall of the building to leave the scene. He stands silently on the top of the building as his trenchcoat flutters with the wind. Soon, his body is illuminated by a blue,soft glow. Noir turns around as a strange, otherworldly portal opens up on the rooftop of the building. Noir feels a soft tingle at the back of his neck as his spider sense kicks in. His spider sense was softer when he senses another Spider-Person nearby.

From the portal, emerges a massive figure. Noir takes a closer look and realized that the figure is actually a circular mech with four limbs. As the blue portal slowly closes, the mech's glass front hatch begins to rise as a small figure leaps from the enormous mech.

"Hey Noir, How are you?"Peni chirps as she skips toward Noir with a small,black box in her left hand. Peni is wearing a black and white sleeveless dress with (Was it purple?) purple sash tied around her waist. She is also wearing her blue kitten backpack. The SP//dr mech's glass screen shows a red, holographic smiley face as he greeted Noir.

"Hey doll, I'm fine today but what's with the box in your hand?"Noir begins questioning Peni about the small,black box on Peni's hand.

"Oh it's a gift, for you" Peni holds out the small,black box for Noir to take with both hands.

"For me? Thank you, Peni." Noir gently takes the box with gratitude and opens the box. He finds a simple black wristwatch and he puts the wristwatch on his left wrist while securing the leather strap of the watch. He taps the screen and the watch roars to life with a warm, blue glow. There appears to be a hologram menu on the watch.

"It's a Multidimensional Teleporter or MDT for short. It has a whole library of different functions and buttons to help you travel through different dimensions. Miguel O'Hara, Spider-Man 2099 gave me a MDT and he told me to give some of these MDTs to other Spider-People." Peni begins to explain the different functions to Noir and he tries to fully understand all her technobabble.

_'I suppose I have to thank this "Spider-man 2099" for the watch'_

"There are six dimensions programmed into your MDT. One function of the MDT is a chat function to talk to the others like Ham, Gwen and Miles.” Peni explained as Noir gave an understanding nod to the young girl.

"There are some destinations listed under each dimension in each city. For example, I already have the coordinates for Aunt May's house in Miles's dimension in your MDT. If there’s a place that isn’t preprogrammed, you simply use the search feature to look for it. The transporter will let you know if you’re able to transport to that specific location or not. You’re transported instantly.”Peni keeps rambling about the MDT.

"Umm doll,Do you have any instructions for this watch?" Noir was starting to get confused by the amount of functions on this tiny watch. He scrolls through the holographic menu and looks through the list.

"Ooh, yeah I have a instructions page for the MDT. Sorry for confusing you, Noir." Peni apologizes to Noir and she begins to nervously move her left leg back and forth.

' _She really is a ray of sunshine in this dull, bleak world'_

She opens her blue kitten backpack and begins to rummage through the backpack. She pulls out a small white instructions manual and gives it to Noir. Noir opens the manual and is surprised by the different functions on the MDT. There was a scanner, Xray, chat functions, an alarm that would alert any other MDTs and other wonderful functions.

"Hey Noir, let's do something special in your universe." Peni tugs on Noir's trenchcoat and jumps up and down in excitement at the prospect of spending time with Noir. She looks at Noir with an innocent smile plastered on her face. Noir sighs and puts his hand on her shoulder to calm the girl down.

"Sorry doll, but I can't do anything special with you in my universe. It is too dangerous for you and any number of goons could hurt you." Noir crosses his arms and looks at Peni's frowning face. SP//dr gives Noir an annoyed look through the mech's digital screen on the mech.

"Please don't be boring, Noir, I can protect myself and I can work together with SP//dr if I need to. If not, I will tell everyone that your name is Peter Boring Parker." She knew Noir would be hard to convince but she has an ace up her sleeve. She looks at Noir and uses her ace in the hole.

Noir looks at Peni and finds himself the victim of The Eyes. The Eyes were what they had dubbed as Peni’s ability to make her eyes unusually large and sparkly. She would look at someone with eyes the size of a cat or puppy. Though it sometimes happened on accident when she was excited, she could also do it on command, mainly as a tool of manipulation or to convince someone to do something for her.

Noir vowed to never fall to Peni's eyes but the adorable look on her face made Noir's will quickly crumble like sand. He soon gave in to her wish and sighs in defeat.

"Okay fine, I will spend time with you Peni and I know the perfect place for it. I know a cafe called The Silver Platter." Peni looked at him with a smile on her face.

"Yeah, let's go Noir." Peni got in her mech and flipped a switch that camouflaged her mech to the color of the background to avoid attention.

The mech jumped down from the rooftop with a thud and quickly the color of the mech turned to a dull black. Noir takes off his black mask and he rummages through his trench coat pockets to find his fake glasses. He uses the fake glasses to avoid digression and to not let goons ruin his time with Peni. He wall crawls his way down to the ground and walks with the SP//dr mech to their destination.

They both walk to a small restaurant with a sign on the top that reads "The Silver Platter". Noir walks into the cafe and opens the door but sees the Sp//dr mech going to the back of the cafe.

"I am going to park the mech in the alley."Noir hears Peni's voice coming from a microphone inside the mech and let's her park her mech while he walks inside the cafe.

Peni exits out of her mech and parked her SP//dr mech in the back alleyway. Sp//dr crawls out of his spider sized cockpit and climbs onto Peni's shoulder. She walks back to the restaurant and opens the door.

The door hits some chimes that were tied to the roof and a loud jingle could be heard inside the restaurant. Peni walks to the table that Noir is sitting in and sits on the opposite side from where Noir is sitting. A waiter comes over to the table where they are sitting.

"It is rare that we get any customers nowadays. Is there anything you two would like to order?" The man gave a warm smile to the two Spider-People. He hands Noir and Peni two menu sheets to decide what they want to eat. The menu sheets look worn and aged.

"We will call you when we want something, thank you for the menu." Noir dismisses the waiter and he begins to read the menu to decide what he would order. Noir looks through the main menu and decides to order a hot chicken sandwich with an egg cream as a drink. Noir looks over and finds Peni still deciding what to order.

"What kind of food do you like Peni?" Noir notices that SP//dr is on Peni's shoulder. The spider clicks his mandibles together as he walks down Peni's arm and onto the flat surface of the table.

"Do you have any vegetarian food in this place?" Peni looks at Noir with a curious look similar to that of a rabbit.

"I can order a lettuce and tomato salad with an egg cream as a drink if you want, doll."

"Yeah that would be great and I always wanted to try an egg cream."

Noir calls the waiter and the man quickly walks over to the table to take their order. He takes the two menus from the table and puts them in his elbow. Noir gives the man their order.

"I'll order two egg creams for both of us. I will also order a hot chicken sandwich for me and a lettuce and tomato salad for her." Noir sees the man walk back to the counter and tells some people in the kitchen to prepare the food. The two of them wait approximately 7 minutes for the food to be served on plates. The waiter tells them to eat well and both of them dig in on the food.

Noir takes a bit into his sandwich and savors the flavor that he had been missing for years. From the corner of his eye, Noir sees SP//dr trying to catch mosquitoes for dinner. He looks at Peni cutting her lettuce and tomato with a knife and then stabbing both with her fork. He feels a small smile creep up on his face.

_'I'm glad she is enjoying herself. I promise to protect her innocent smile from the dangers of my world'_

Noir took a sip from his egg cream and tastes the sweet, chocolatey flavor of the popular drink. He eats his chicken sandwich and tastes the lettuce and tomato that lingers in his tongue. He enjoys the sandwich and finishes his foamy egg cream. He sees Peni take a sip from her egg cream and she gives him a satisfied look.

"Do you enjoy the egg cream,Peni?"

"I do, it is sweet and very chocolatey" Peni gave Noir a happy smile and finally finished her meal.

The waiter walks over and takes the empty plates from the satisfied customers and leaves a small black plate with the bill for Noir to put the money on. Noir puts $7 on the plate. The waiter gives a surprised look at the detective and took the plate

"T-This is seven dough, are you sure sir? The bill only costs three dough." The man is flabbergasted by the amount of money on the plate.

"Don't worry about it, just take the money." The man graciously takes the money and walks back to the counter. Noir gets out of his seat and walks toward the bathroom to wash his hands. He opens the door and looks at himself in the mirror. Noir takes off his fake glasses and splashes water onto his face. He feels his head pound as his spider sense kicks in.

Noir put his right hand in his coat pocket for his mask. He fishes out his Spider-man mask and puts it on. He walks out of the bathroom and sees 7 men with rifles storm into the restaurant. They all wear black uniforms and have swastikas imprinted on the shoulders of their uniforms.

"Applesauce, the Nazis are here" Noir muttered under his breath. The cooks and waiters cower under the counters and hide from the Nazis.The lead Nazi shouts orders to the others.

"Kill Spider-man and capture the girl" Two Nazis try to capture Peni but they are intercepted by Noir. Both Nazis get punched in the face and have their arms broken by Noir. Both men scream in pain before being silenced by being webbed up into cocoons.

"Hey fellas, Let's dance,shall we." Noir grabs the first Nazi in his path by the neck and slammed his head against the wall. Noir smashs his face into it twice before tossing him to the ground.

One of the Nazis tries to capture Peni but Peni runs away from the Nazi and takes a folded chair from under the table. Peni takes the folded chair in her arms and hits the man in the chest with it. The man falls to the ground in pain. Before the Nazi can react, Noir outstretchs his arms and webs the Nazi up.

Another Nazi tried to shoot him but Noir backflips and propels himself with his hands upside down to land on his feet. Noir soon punches the Nazi square in the jaw, fracturing the man's jaw. This punch sends him flying straight out the window and the window shatters as the man's body tumbles on the ground.

"Noir, HELP!" Noir turns to the sound of Peni's voice and sees that she is being dragged away by the last two Nazis into a car. He last sees Peni getting shoved forcefully into the backseat of a black Ford V-8 Cabriolet.

Noir sprints from the restaurant and tries to stop the Nazis from leaving with Peni. Noir suddenly feels a sharp blow in his ribcage as he is sent flying in the air with one punch. Noir lands on the opposite side of the street with a hard thud.

"Uhhh, What the h-hell!?" Noir feels a surge of electricity run throughout his body as he lays in the ground. He looks up to see a hulking figure with a grey trench coat. The man has a yellowish and reddish mask with two electric coils protruding from his back. The man is encased in red electricity and walks near him.

Another figure lands from the rooftops near the electrical man. This new figure looked like a freak from a horror movie even compared to Toomes. Adrian Toomes looked like a rabid dog compared to him. The figure's brown boots and filthy pants looked normal enough, but the skintight black material wrapped around his upper body looked like something straight out of a nightmare. Across his chest and back was a jagged white symbol that resembled some kind of twisted spider while the tips of his fingers were pitch black and covered with sharp claws.

Noir hears the revving of an engine and the screech of tires grew fainter and fainter as the car left. He tries to get back on his feet but was knocked down by the black figure.

"Who the hell are you two!?" Noir looks bewildered at the two opposing figures with fury in his eyes.

' _What do you bastards want with Peni'_

"I am The Shocker and I will help Germany win the second Great World War." The electric man presented himself as The Shocker. He boasts about the superiority of Germany in a thick german accent. The Shocker motions to the black nightmarish figure to his left.

"You can call me, Venom." Venom picks up Noir by his neck and lifts him up to eye level with him. He is about to kill Noir before the Shocker intervenes by putting his arm on Venom's arm. Noir struggles against Venom's grip and tries to get free.

"Let's just leave him here. We can kill him later and besides, we got what we came here for." Venom releases Noir and both villains begin to climb the rooftops to leave the scene. Noir takes off his mask and gasps for air. He struggles to stand up and after the second try, stands up on his feet.

Noir looks at the destroyed restaurant and walks slowly through the street. He vows to destroy the Nazis and to kill anyone who dares lay a finger on Peni.

' _Peni, I promise to protect you from the dangers and destruction of my world. I will bring you back home and make sure you stay safe, even if I lose my life. I promise.'_


	2. The Web that binds us

**Summary for the Chapter:**

> Noir feels guilt and anger for letting Peni get captured and vows to rescue her. He travels to Miles's dimension to work with the rest of the Spider-family to make a plan to rescue Peni.

**December 20, 1935**

**On the streets of New York**

In the desolate street of the "Silver Platter" Noir feels his heart fall heavy as he remembers what happened a few minutes ago. Noir had failed in stopping the Nazis from capturing Peni and to make things worse, two new freaks show up,Venom and The Shocker. It didn't matter how many Nazis there were, he will hurt them back or even kill them if they ever hurt Peni. Noir clutches his black mask tightly until his knuckles turn white. Noir takes three deep breaths to calm his nerves but he can't stop the fear from rising in his throat. He puts on his Spider-man mask and walks slowly toward the restaurant. The unconscious bodies of the 5 Nazis are sprawled on the floor of the restaurant and on the street.

“Rraahhh” Noir gives out a desperate, angry scream into the sky as he wraps his hands around his head. Noir was feeling all kinds of different emotions. He is being consumed by anger and feeling furious,fearful and guilty; furious at the Nazis for kidnapping Peni, fearful that he might lose Peni like he lost Uncle Benjamin, and guilty for not protecting Peni when she needed him. He lets go of his head and turns his attention toward the restaurant. He wants to find Peni immediately but he has no idea where the Nazis went.

_‘Damn it, I promised I would protect you Peni’_

Noir spots one of the cooks picking up the phone and dialing the buttons on the phone to call the police. He feels his Spider sense give a soft hum as he senses another Spider-Person. Noir looks down on his trench coat and sees SP//dr crawl up his trench coat and settles on his shoulder with his eight legs. The spider clicks his mandibles and points to the back alleyway with his front leg. Noir realizes what the spider wants.

“Oh right, the mech” Noir starts to walk toward the dark alleyway. He ignores the putrid, disgusting smell that plagues all the alleyways of New York.The sound of his boots crack with the weathered and old pavement. He finds the mech still in stealth mode and the normally bright mech is a dull black. 

SP//dr climbs down from Noir's trench coat and lands on the floor. SP//dr walks towards the mech and climbs the mech onto the spider-sized cockpit. (Peni is a genius, even building a spider-sized cockpit for the spider)The mech comes to life and the black dull mech becomes it's normal red and blue. Noir turns around and faces the old building. Noir extends his right arm and curves two of his fingers next to a palm to release a line of black webbing from his arm. The black webbing clings to the side of the building and Noir tries to webswing up the building to begin his search for Peni.

_'I will bring you back home Peni, I promise'_

He feels a metallic arm on his chest as he sees SP//dr stop him from leaving. Noir let's go of his web string and turns his head toward the mech. The SP//dr mech gives Noir a digital red sad face from its glass screen. Noir knows that SP//dr cares for Peni as much as he does.

"I have to find her, I have to.You know that." The SP//dr mech uses his metallic limb to point at Noir's MDT. Noir realizes that SP//dr wants him to retreat and get help from the others. Noir sighs and begins to rummage his coat pockets for the white instructions manual. 

"Fine then. I'll use the watch." Noir opens the manual and quickly reads through the book before tapping the screen of his watch. The MDT shines a blue glow as it turns on. A hologram pops up with all the different functions on the MDT. Noir hears the wailing of sirens as the police are(Not now)approaching the crime scene. He taps the button that reads "Chat". Noir decides to send a message to the others in order to tell them what happened.

**Noir: @Miles @Gwen @Peter.B @Ham**

**Noir: Hey fellas, I need you to come to Aunt May's house in Miles's dimension. It's urgent.**

Noir switches through the menu of the watch and taps the button that reads "Teleport". He scrolls through the (Who names these streets)different streets until he finds Aunt May's location on the watch. He taps the button and feels his body rise and warp through the dimensions as he feels his soul partially leave his body.

_'This feels like going through booze filled doozy'_

_____________________________

**December 20 ,2020**

**Inside Aunt May's house**

Noir and the SP//dr mech wake up to find themselves in a light yellow and white colored living room with different pictures hung on the walls. The room has a small flat(It has multiple colors,amazing)Tv. SP//dr looks at the entire room with its 8 digital red eyes on the mech's glass screen. There is a giant case of Victoria style plates in a wooden cabinet. Noir suddenly feels his trench coat flutter in the wind even though they are indoors.

_'My faithful ally, The Wind. I'm glad it's here'_

Noir looks to his left where a brown couch(looks like it could fit three people)with perfectly placed pillows. Right beside the couch is a small wooden coffee table. The SP//dr mech crouches to not hit the roof of the house. Noir hears footsteps from the hallway. SP//dr gives Noir a red, confused digital look through the glass screen. SP//dr walks toward the yellow and white wall near the staircase.

"Peter? Is that you?" Noir turns around and sees Aunt May in a grey garb with a cup of tea in her hand. Aunt May's eyes are wide and is understandably confused by the sudden arrival of Noir and SP//dr. A confused Aunt May walks cautiously toward Noir and sets her cup on the nearby coffee table. She looks at him twice to confirm that it is really him. 

"Hey Aunt May, forgive me if I suddenly appeared. It was an emergency and I called the others to meet me here."Noir sees that Aunt May is about to ask a question.He glances at the mech before they both silently agree to keep the problem on a lid.SP//dr exits the mech from the spider-sized cockpit and crawls up the side of the couch.

"Don't worry about it, just tell me in advance. Is something wrong, Peter? You can tell me about it." Aunt May looks at Noir with a worried expression. (No matter the dimension, Aunt May is a tough and kind person)Noir knows that he can trust her but he wants to wait for the others to arrive. Noir moves the pillow cushions to sit on the couch. 

"I will tell you but I want to wait for the others." Noir gently puts a hand on Aunt May's shoulder and hands her the cup of tea that has been sitting on the coffee table for a while now. Aunt May looks at the SP//dr mech and finds something wrong with it. She realizes that Peni is not in the mech and Aunt May has not heard Peni's voice at all. She looks at Noir with a skeptical look. SP//dr clicks his mandibles in guilt.

Suddenly, four figures appear in the living room with worried faces plastered on. Noir looks to the left side of the room where the staircase is and sees Gwen and Miles. Gwen seems to be wearing a white hoodie with black leggings and blue shoes on this terrible day. Miles on the other hand was wearing his blue hoodie with brown shorts and the red jordan shoes. To the right of the room, Peter B and Ham are standing by the black Tv. Peter B is sporting a red buttoned up t-shirt with his green jacket in the cool weather. Peter was wearing sweatpants like on their first meeting.Unlike the rest, Ham was wearing his Spider-Ham costume.

"Hey man,we got your message.What happened?" Miles quickly stares at Noir with a worried look. Noir knew he has to come clean with the others. Noir is instantly bombarded with questions from every direction. Noir put his arms up to create some distance between himself and the others.

"I'll cut it short, I was dealing with a damn goon in the streets. After that, Peni came to visit and gave me this watch."Noir points at the MDT. "She asked me to spend time with her and I agreed." Noir clenches his hands tightly as guilt and anger begin to consume him."A few minutes later she got captured by Nazis." Noir feels a wave of emotions begin to rise all the way to his throat. He tries coughing to push those emotions down. The rest of the Spider group give horrified looks at the news.

"No-no it can't be."

"How!?"

"Poor Peni"

"That's terrible."

_'Atleast, I'm glad that they care for Peni'_

"Don't worry Noir, we'll rescue Gumball." Ham gives a confident smile and tries to reassure Noir that everything would be alright. Noir gives Ham a skeptical look with an eyebrow raised. Ham is getting pumped to save Peni but his excitement fades when he sees Noir starting at him.

"What!?" Ham gives Noir a confused shrug as he is being watched by the private eye.

"D-did you just call Peni "Gumball". Noir gives Ham an incredulous look at the sound of Peni's nickname.

"Yeah, I gave everyone nicknames. Peni’s is Gumball. Your nickname is Tall,Dark and Mysterious. Gwen’s nickname is Rockstar. Miles' nickname is DJ and Peter’s nickname is Messy.” Everyone turns to stare at Ham in awkward silence as they try to cope with the fact that Ham just gave them all nicknames. Each of the spiders give different reactions to their nicknames.

“You know, Rockstar isn’t a bad thing. I kinda like it.” Gwen gives Ham an amused smile while she starts to walk through the room to grab the Tv remote from the coffee table. She moves the couch cushions to sit next to Noir. Gwen taps the power button on the Tv remote. SP//dr exits the mech and crawls onto Noir’s shoulder to rest.

“Tall,Dark and Mysterious is not bad as a second nickname” Noir thanks Ham for the nickname as he looks at all the different colors on the screen. The different explosions of color in the Tv surprise Noir as he sees different images on the screen.

“Am I the only one who isn’t on board with their nickname, like really Messy” Peter gives Ham an annoyed stare. 

“Well to be fair, you are a messy eater.” Peter gives Miles an angry glare. Gwen has an amused smirk on her face. Soon, the room explodes into rambunctious laughter at the expense of Peter. Aunt May is unable to avoid the contagious laughter and joins in the fun. After the laughter dies down, Noir starts to stand up.

“Well that was a good laugh. That’s one of the best parts of being in a family.” Noir suddenly freezes up at Ham’s comment. Family. Noir has not heard that word in a long time. He knows that the rest of the spiders treat each other like a family but he feels that he doesn’t belong with their happiness. He has hurt and killed so many bad people that his hands feel permanently stained with blood. He feels that he doesn’t deserve to live a nice life with the Spider-family because they all deserve better than him.

“Alright people, Let’s start trying to find Peni tomorrow by looking for clues.” Peter announces the new game plan to the others in a serious matter. The rest of the spiders nod as they understand the plan.

“We need some rules first to stay safe in my dimension. The first one is that we should be in teams of two to protect each other. The second rule is to find clues in clip joints where gang bosses and other terrible people stay in.” The others understand Noir’s concerns as they listen in on his rules. Gwen begins to stand up from the couch and dusts off her leggings.The rest of the spiders get ready to leave.

“Well,Good Night everyone, see you tomorrow.” Miles waves his hand as he walks his way toward the door and opens the knob of the door. He walks out into the dark streets to return to his dorm at Visions Academy. The rest of the Spider-family wave goodbye to Miles. 

The next moment the rest of the spiders leave the living room to return back to their universes. The only ones left in the room are SP//dr, Noir and Aunt May. Noir feels Aunt May’s hand on his shoulder.

“You can stay in Peter’s old room if you want.” Noir accepts Aunt May’s offer to stay in this dimension’s Peters’ old room. He follows Aunt May up the stairs with SP//dr on his shoulder. Aunt May opens the first door on the right and they both walk in. Noir is surprised by how tidy the room is even though this dimension’s Peter Parker is dead.

Aunt May stops by the door with a serious look on her face. Noir takes notice and prepares himself for her incoming words.

"I am so so sorry for what happened to Peni, Peter. I hope she returns to us soon." Aunt May stares at the floor below with a sad and sympathetic smile. Noir is deeply touched by Aunt May's words and thanks her.

"To tell you the truth, I wanted to protect Peni from the death, destruction and trauma of my world to preserve her innocent and cheerful smile forever." Noir begins to feel those damn emotions again. He tries fight back to stop these emotions from spilling out.

"You can't protect her forever, Peter" Aunt May gave Noir a piece of newfound wisdom for him. Noir was shocked by her words and tried to think about what to say next.

"I know but if I can make Peni happy, that would mean the world to me." Aunt May quickly walks toward Noir to embrace him in a hug. Noir stiffens from the hug for a while before returning the favor and he wraps his arms around his Aunt. Noir can't remember the last time he hugged someone and feels a tear spill from his eyes. He silently cries in her arms.

“Good Night Peter.” Aunt May waves goodbye to Noir for the night. Noir wipes away the tears from his eyes and thank his Aunt.

“Good Night Aunt May” Aunt May closes the door behind her closely. Noir sits on the bed and gently puts SP//dr on the nightstand beside the bed. He removes his mask and sighs as he rubs his face. Even though the other Spider-people gave him their support, he still feels guilty for letting Peni get kidnapped by the Nazis. Noir partially pulls the covers off the bed to sleep. He takes off his fedora hat and his trench coat to sleep. Noir mutters a silent promise. 

_‘I will rescue you Peni, I promise. As for The Shocker and Venom, count your prayers because I will make your lives a living Hell.’_

**Notes for the Chapter:**

> Thank you everyone for waiting for the second chapter. Noir feels guilty about the events of the first chapter and is questioning his ability to protect others. 
> 
> I want to give a special thanks to KeroZombie and Animation Nut for their inspiring stories that made me want to write stories of my own.


	3. Spider-Dad's Fury

**Summary for the Chapter:**

> Noir becomes more paranoid as he tries to find clues on Peni's whereabouts in the streets of New york. He looks for clues in different nightclubs with varying degrees of results. Noir starts to pick fights with Nazi sympathizers and is trying to save her.

**Notes for the Chapter:**

> This is the third chapter of my story. Sadly, I was having a writer's block for the entire week about chapter 7 and 8. In the end, I decided to scrap both chapter and include their ideas in chapter 9 and 10. That is why there is only 8 chapters instead of 10. I hope you guys and gals enjoy this chapter. Please write down any praise or constructive criticism you may have.

**December 21, 1935**

**In an unknown area**

Peni opens her eyes as she wakes up from her blackout. The last thing she remembered was getting forcefully pushed into the backseat of a car and getting hit in the head before blacking out. Peni ajustes her eyes to the glaring light in the room and takes a look at her surroundings. The room that she is currently in is a completely white room: white walls, white roof and white tiled floor. The most eerie thing about the room is the lack of furniture and that there is only one window with no one on the other side.

_‘Where am I and where is Noir?’_

Peni tries to move from her position but she can’t move her arms or legs. Her eyes widen in shock as she realizes that she is bolted down to a black chair. She feels the leather straps tighten painfully on her legs and arms. Peni squirms and struggles to get free from the chair but her superhuman strength is only on par with that of a full grown adult. Peni sighs as she knows that she is stuck in this terrible room.Peni’s spider-sense kicks in as she sees the door open. Peni hears the click of the lock on the door release as the white, iron door swings open. Peni's thoughts begin to swarm about her kidnappers.

‘ _What do these Nazis look like and why would they capture me?’_

Any thoughts of what her kidnappers look like is thrown out the window as one of them enters the bleak room. Peni begins to stare at the feeble man in the room. The frail man has blond hair and wears a white lab coat, brown pants and green surgical gloves. The man is stuck to a wheelchair that has multiple, red robotic limbs protruding from the back of the chair. This strange man gives Peni a creepy grin that sends shivers down her spine. Peni tries to speak but finds that she isn’t able to form any words. Her spider-sense dims but is still there to warn her.

“Hello there, My name is Doctor Otto Octavius and I am here to welcome you to your new home.” The feeble man gave Peni a smile that didn’t reach his eyes. Peni gasps at the name of the crippled scientist and looks back at the man. Otto's smile fades into a serious look. Peni stares at the man skeptical and is starting to become afraid of what he might do to her. Peni squirms and struggles again to escape her confinement but is again unable to break free from the leather straps. An amused grin forms on Otto’s face at Peni’s futile attempt to break free.

_'Is he really this dimension's Otto Octavius? Why would he be working for the Nazis?'_

“Stop struggling or the interrogation will be very ‘painful’. I have been studying the mysterious portal that you have arrived in and I want to know what _This_ is!” Otto holds up the MDT in front of Peni. Peni looks at the watch in shock and tries to reach for the watch but she is still tied to the chair. Otto puts the MDT in his coat pocket and returns his full attention to Peni. Peni is finally able to get the fear out of her system and tries to talk to the feeble man.

"Why am I here for? You guys know that Noir will find you and kick all of your butts." Peni's face turns into an angry expression. Peni tries not to panic and break down in front of her kidnappers. Peni has no clue why they captured her but she has faith that SP//dr and Noir can rescue her.

"Don't be so sure, girl. I let Venom and The Shocker bump Spiderman off and now he is in a deep sleep." The crippled scientist gives Peni a sinister smile to prove his point. Peni realizes what Otto means and becomes horrified as to what they did to Noir. She shakes her head in denial at the man's terrible words.

_'NO No noo, Noir can't be dead. He can't die to a bunch of damn jerks like these.'_

Peni's face falls and she starts to breathe heavily and begins to doubt her thoughts. Peni feels her blood boil at the crippled man with his smug grin. She was thinking of slapping Otto's smug grin off his stupid face. 

"You're lying, Noir can't die to a bunch of damn jerks like you." Peni wants to escape and find Noir more than anything. Peni knows that she can't escape with brute force alone so she looks around the room. Unfortunately, there is no vent or other escape route to take if she does break free.

"Oh but I wouldn't lie when I say that Spiderman got a big sleep.Why else is he not here to rescue you? He won't even come to save you." Peni looks back to Otto and struggles to take in his words. Her face falls and her anger is quickly replaced by fear and shock.

_‘Noo Please Noir,don’t be dead! PLEASE! I ...need you’_

Peni begins to feel hot, wet tears spill from her eyes. Her emotions behin to get the best of her and Peni starts to break down.The tears leave water streaks down her face and all the way to her chin as she begins to sob. Peni starts to hiccup and wail from the terrible news that was dropped on her. Otto sees the sobbing girl and his face curves up into a smile. Otto lowers his hands to the wheels of his wheelchair and spins the wheels to move slightly away from Peni’s chair. He wheels around the hollow white room and puts his left hand in his coat pocket. He rummages through his pockets and takes out the MDT. Otto removes his right hand from the wheel and brings his full attention to the watch. 

“Such an interesting piece of technology. You will construct this type of technology for us to use in the upcoming war against the world. If you don’t… there will be consequences.” Peni quickly stops sobbing and moves her head up to face Otto. Otto is surprised by the fierce and furious look on the young girl’s face. Peni decides to be stubborn and not give into the scientist’s demand. Otto put the MDT back in his lab pocket.

**_‘Peni’_ **

Peni freezes up as she hears the familiar voice in her head.SP//dr. She tries to answer back to her arachnid partner. Peni tries to stay quiet and unassuming to not draw Otto’s attention to her. She begins to concentrate in order to communicate with her friend.

_‘SP//dr! Where’s Noir? Are you both okay?’_

**_‘Don’t worry, we’re both fine. Noir and the others are trying to rescue you.’_ **

‘A _rigato, SP//dr. I am glad that both you and Noir are alive, thank goodness.’_

Peni sighs in relief as she now knows that everything Otto said is a damn lie. Peni feels like she can cry tears of joy at the fact that Noir is alive. She relaxes her face muscles and ends the communication with her friend. Peni realizes that the others that are helping Noir and SP//dr rescue her are the rest of the Spider-family. Otto becomes suspicious of Peni’s increasing silence. He wheels his chair closer to Peni to get her attention.

“So, are you going to create your future technology for us?” 

“I won’t make any technology for you _sick_ jerks. Why would I make technology that you would use to kill millions of innocents?” 

Otto’s face morphs into a disappointed frown. Otto puts both of his hands near the wheels of his wheelchair to move around. He goes to the left side of the iron door where a speaker was pinned to the white wall. The white box has a red and green button on the bottom of the speaker. He pushes the green button and begins to talk into the speaker.

“Send me Doctor Connors and Herman Shultz to room 1547. And bring something.. sharp.” Otto wheels himself back to the center of the room and waits for the others to arrive. A few minutes later, the locks on the iron door are released and two men enter the room. The first is a black haired man with a few scars on his face. 

_‘For what reason did he call them?’_

This man was wearing a white lab coat with a white shirt and black pants. Peni’s eyes widen as she realizes that the black haired man is missing his right arm. The other man that enters is a hulking figure with a grey trench coat. The man has a yellowish and reddish mask with two electric coils protruding from his back. The man's hands and legs are in a yellow and red suit.The man is encased in red electricity. Curt walks toward Otto and hands him what looks to be a sharp knife.

"Good news Octavius, we have 6 new test subjects for the Eternal Serum. Two subjects are white. Two are black and the others are Japs.” Otto congratulates his assistants' work and pats the man on the back despite being half his size.

_‘Why are they using test subjects and what is this Eternal Serum’_

Peni becomes confused why the three men are there in the room. Otto puts both of his hands on the wheels of his chair and rolls toward Peni. Peni feels her head hurt as her spider-sense blares in her head as it warns her of danger. As soon as Otto is at hands length from Peni, he takes out a silver knife from his pocket. He takes the knife and stabs Peni in her left arm. Peni cries out in horrible pain and tries to not cry from the pain. 

Otto’s face curves into a sadistic smile as he plunges the knife deeper into Peni’s arm. Peni grits her teeth to stop herself from screaming. Her arm spills crimson blood from the knife wound and it drips from her arm like rose tears. The white tiled floor becomes stained from the blood that pours from the wound.Otto removes the plunged knife from Peni’s arm and wipes the blood from the wound on Peni’s skirt. Peni screams when the blade leaves her arm with such force.Otto puts the knife away and wheels toward Peni.

“Listen here you dirty Jap, you will construct future technology for us or you will never see your family again.”Peni huffs as her breathing becomes fast. She glares at her tormentors and tries to resist the torture and not give in to their demands.Peni plucks up the courage to answer back to the Nazis.

“I won’t make any damn technology for you. I WILL NEVER HELP YOU!!”

Otto suddenly raises her hand and slaps Peni square in the face. Peni reels back from the blow and looks at the scientists with a look of pure fear. Otto looks at Peni with a face of hate and disgust.Otto turns around and wheels back to the entrance. Curt unhinges the locks on the door and opens the iron door to help Otto leave.

“Give the girl an electric cure” Otto orders Shocker to use his lighting to torture Peni until she gives up. Shocker nods and walks menacingly toward Peni. He puts his red arm on Peni’s uninjured arm and trasmutés the girl by shocking her with hundreds of electricity bolts. Peni flails her arms and legs as she gets electrocuted by the Shocker.

“I can’t wait to hear you scream like a canary.”

Peni screams and cries out in pain as the red bolts course through her tiny body. She tries to hold on and to not give in. Peni squirms and struggles to try and break free from her shackles but it is futile. Peni’s screams can be heard from the hallways of the Nazis’ lab.

_________________________

**December 21, 1935**

**On the rooftop of a building**

Noir stands on the rooftop of a rundown apartment building in the desolate streets of Brooklyn. To his left is the SP//dr mech with SP//dr manning(or is it spidering) the mech from the inside. Noir has been going from nightclub to nightclub to look for any clues on Peni's whereabouts. He was starting to become paranoid and picked fights with Nazi sympathizers in the multiple nightclubs. He is also responsible for the unconscious and beaten up bodies of men in these nightclubs. 

The gentle wind currents picked up any discarded garbage and swirled it around the floor. Noir feels the wind flutter and raise the coattail of his trenchcoat. Noir keeps a tight grip on his fedora to stop it from leaving. The pitch-black sky in his universe snuffes out the light of the street lamps. The street lamps are spread sparsely in the street. SP//dr taps on Noir’s shoulder and gives the hard-boiled gumshoe a digital worried face from the mech’s screen. Noir understands SP//dr’s worry about the kind of trouble that Peni is in. He shakes his head to stave off any terrible or awful thoughts about Peni’s death.

‘ _I have to save her. I HAVE TO. I can’t let her die like I let Uncle Benjamin die.’_

Noir begins to run and heads towards the edge of the building with SP//dr close on his tail. He jumps down the building and lands to the floor of the rickety fire escape. Noir hears a heavy thud right beside him and turns around. He finds SP//dr on the fire escape with him and he is thrown out of balance while trying to grab on the railing for dear life. He quickly regains his balance and turns to glare at SP//dr. SP//dr turns around and gives Noir a digital sorry face from the mech. 

“It’s alright, j-just don’t do that again.” Noir begins to regain his bearings and shakes off the terrible feeling of queasiness in his stomach. He vaults over the railing of the fire escape and lands on the concrete floor of a disgusting alleyway without any injury. He grabs his fedora to stop it from falling off. A few moments later SP//dr leaps from the fire escape and joins Noir in the alleyway. 

Noir slowly walks through the alleyway and looks around his surroundings in the grim and bleak back alley. He holds his nose and mouth to not inhale the putrid smell of the alleyway. He sees a dirty, poor man hugging a small miserable girl and a hungry boy wearing rags in both arms. On the other side, there is a trash bin overflowing with garbage and a rotten smell in the air. Near the garbage bin, there is a flaming oil barrel that provides warmth and heat to the desolate poor. Noir suddenly feels an unknown pain in his chest as he sees the poor family huddle for warmth and relief. This sad scene always plagues the back streets of New York City.

_‘I should help them but, that would risk time to find clues to where Peni is.’_

Noir clutches his chest as he feels pity for the hopeless family. He looks at the two children with a saddened face. SP//dr walks over to the poor family and gives them a digital sad face from the mech. Noir realizes that the two children remind him of Peni’s innocent and kind nature. Noir decides to help this family anyway he can. He walks over to the desolate family and rummages through his trench coat pockets.

Noir pulls out a bundle of cash that equals to $20 and hands it over to the poor man. The man gives Noir his thanks and walks away with his children in a hurry. Noir's lips curve into a small smile at helping the desolate family. He walks in the alleyway and takes a right turn to the entrance of a nightclub. SP//dr gives Noir a digital serious look through the mech and sees the sign in front of the nightclub.

_'I'm glad to help them. Just like Aunt May said, "You help someone, you help everyone."'_

The sign said "The Underworld Pleasure" in different shades of gray(I think Peni called it 'Neon')on the sign. Both Noir and SP//dr begin to walk and stop right near the door of the nightclub. He knocks the door twice and waits for a response from the bodyguards.The slate on the door slides open as the garden eyes of a bodyguard widens in fear at seeing Noir. Noir starts to talk to the startled bodyguard.

"Hey fellas, I want a square talk with your big shot." Noir becomes confused by the increasing silence of the bodyguard. The slate was suddenly closed. Noir's spider-sense suddenly rings in pain as it warns Noir of danger. The nightclub's door opens completely as two heavily armed bodyguards ready their tommy guns to start shooting both Noir and SP//dr. 

The two bodyguards fire bullets at Noir and SP//dr to kill them. Noir jumps into the air as he avoids the bullets. Noir curves his two fingers and outstretches his arms toward the bodyguards. His arms release the black webbing and it splatters all over the bodyguards’ guns, jamming the guns. SP//dr uses the opening to punch both bodyguards using the mech’s robotic might. The bodyguards scream in fear as they are sent flying through the air and crash into the wall of the nightclub with great force.

Noir and SP//dr walk into the nightclub with multiple people stealing glances at the weird duo. The nightclub has multiple lights of different colors around the merry nightclub. There are multiple people like the mayor of New York and other feared mob bosses that are mingling with the women that work in the nightclub. Some of the women that work in the nightclub are dancing on stage with multiple people cheering. On the stage in one of the corners of the nightclub, there are musicians with different musical instruments. The musicians are using trumpets, pianos and saxophones to produce their music. The nightclub’s air is thick with sin and debauchery.

“Party’s over fellas.” Noir takes his revolvers from their holsters and starts shooting into the air. The people in the nightclub scream and run in fear as Noir unloads his revolvers into the roof of the nightclub. Some of the goons and Nazis in the nightclub start to prepare their revolvers and tommy guns. The mob bosses and women make a beeline for the exit behind Noir while crying for help. The leading Nazi start to issue orders to the 6 armed goons and Nazis.

_‘I guess I should take you applesauce-ridden triggermen on. Alright, let’s dance.’_

“Let’s fill Spider-Man with lead and chill him off.” Noir reloaded his revolvers and shrugged to get ready for a fight. He takes a boxer stance with both hands up. As the scared people in the nightclub run for an escape from the upcoming fight, one of the goons raises his revolver and fires some bullets at Noir. Noir feels his spider-sense tingle in his head as it tells him to dodge the bullets.

Noir dodges the bullets by leaping away from the bullet's trajectory. Noir outstretches both his arms to shoot black webbing to the goons. The black webbing jams the guns. Thedumbfounded goons look at the webbed gun in confusion. He tugs both webs and pulls the guns of the goons away from them. SP//dr charges two of the Nazis and is unharmed by the men's bullets. The two Nazis fire more bullets at the SP//dr mech to slow it down but it advances to their position.The two Nazis try to escape but are hit by a mechanical arm and sent flying in the air. The Nazis crash into the door of the nightclub with so much force that they break the door off.

"That's all you got? Are you gonna fight or are you just bumping guns, you hard-boiled turtle slappers." Noir taunts the men at their failure to shoot him. Noir runs towards the two unarmed goons and uppercuts one of the men in one punch. Before the other can react, Noir punches the other goon in the face and finishes him off with a kick to the stomach. Noir feels his head split in pain as his spider-sense goes off to prepare him. 

The last goon and Nazi fire their tommy guns at Noir in a desperate attempt to kill him. Noir jumps back and backflips to order to avoid the hail of bullets that come his way. Noir lands on his feet and fires his revolver to send bullets flying. These bullets hit the men's chests. The last two men crumble onto the ground in pain as the bullet pierces their bodies. Noir unloads a hail of bullets on the goons and Nazis, killing them. The floor of the nightclub is stained with crimson blood from the bodies.Noir can hear the startled screams of the nightclub goers outside.

SP//dr walks over to Noir and gives the gumshoe a disapproving digital face. Noir sighs in defeat and walks over to the staircase that leads to the second floor of the nightclub. Noir opens the first two doors and sees a bunch of disheveled and messy beds in the rooms with dim lighting.The nightstands on each room has empty booze bottles on top.Noir closes the doors of both rooms to get rid to the bad smell.

SP//dr taps Noir's shoulder and points to the third room on the second floor. Noir walks over and opens the white colored door. Noir finds the owner of the nightclub cowering behind the desk of his office. The room is well kept with expensive pictures in the room. Behind the desk is a steel safe with a lock to protect the money stored inside. The room's furniture is a clean, brown couch with a brown coffee table near it. Noir and SP//dr walk into the room to question the nightclub owner on any clues on Peni's whereabouts.

"H-hello there Spiderman, how may I-I help you today?" The owner walks over slowly in fear. Noir gets ready to ask the man a few questions when some speck catches his eyes. Noir turns his head and he feels himself freeze in shock. In the corner of the room is Peni's blue kitten backpack. Noir stares at the backpack with rage and fear in his eyes. He clenches his fist until it becomes white.

_'H-how did he get Peni's backpack!? He has to have answers to where Peni was taken'_

Noir grabs the man's collar and slams the man into the wall. SP//dr gave the scared man a digital deadly glare from the mech's screen.

"WHERE THE HELL DID YOU GET THAT BACKPACK!" Noir asks the man in his grip with unbridled anger in his voice. He violently shakes the man and is about to lose his cool. 

"I-I just b-bought it for my doll." Noir did not believe the bullshit that the man was spewing and punched the wall in front of him in anger. The force of Noir's punch creates a hole on the wall of the room.The owner looks at the dent in the wall and becomes pale.

"Liar!!" Noir lets the increasing anger overtake him and punches the man.Hard. He holds the man up to his feet and tries to ask the man again about the backpack.

"I will ask you one more time, Where.Did.You.Get.This.Backpack?" Noir is still holding the collar of the sleazy scumbag. He is preparing to punch the man if he withholds any information.

"A few-w Nazis came go-to my clipjoint a-and payed me a grand to u-use my joint for experiments. The small Jap w-with the backpack and a f-few other test subjects were in o-one of the r-rooms yesterday." 

Noir and SP//dr begin listening to the cowardly man's rant. Noir feels his anger resurface as he hears that the Nazis are using Peni as a test subject. Noir wants to end this chat and go to find Peni but the nightclub owner continues to talk.

"The girl was unconscious but the Nazis wanted to use the girl for something else.The Nazis were part of the Friends of New Germany and Hydra. I don't know why they had test subjects but I didn't ask questions."

Noir takes notice of the man's tone and how Peni was unconscious during the visit to the nightclub. Noir now knows that some news about Peni and he was relieved to find that she was still alive. Noir thanks the man and gives him an uppercut to the jaw. The man's jaw breaks from the force of the punch and lands on the floor. Noir outstretches both his arms and releases his black webbing on the nightclub owner. He webs the owner up into a thick cocoon.

Noir turns around and picks up Peni's backpack. He carries the backpack over his shoulder as he leaves the room. Noir and SP//dr soon leave the second floor of the nightclub and walk towards the broken down door of the nightclub. Once both of them are outside, they see a huge crowd in the nearby streets of the nightclub. Noir and SP//dr begin to hear the wailing sirens of the police come closer and closer. 

Noir and SP//dr made their way into the putrid alleyway. Noir taps the screen of his watch and scrolls through the locations of the MDT. He taps on Aunt May's location in Miles's dimension to regroup with the others. Noir remembers the promise he made to Peni to protect her.

_'I will protect you Peni, I promise you.'_


	4. The Pains of Misery

**Summary for the Chapter:**

> Noir becomes haunted by his inability to save the ones he loves and begins to doubt himself. The other Spiders and Aunt May push Noir to be a hero and save Peni.

**Notes for the Chapter:**

> Merry Christmas Everyone, sorry about the long wait. I present with you chapter 4 of A Spider's Bond. There are actually multiple reasons why this chapter took a long time to make.
> 
> 1\. Being in high school can be a pain in the rear with all the classes that we all have to take. The crazy part is that some classes give project after project(looking at you Environmental Science and World History)
> 
> 2\. This is my third version of this chapter because the others did not work. My first draft was to have the chapter be about Peni creating future technology for the Nazis but that fell apart. The second version was to be in the shoes of one of the villains but I couldn't decide on how to put the backstory or which villain to focus on.

**December 24, 2020**

**In Aunt May's house**

Noir paces through the yellow and white-colored living room as he is deeply in thought about his next action. Noir is without his mask as he can trust Aunt May while in her house. Noir has just arrived from another investigation on his home dimension to find more clues on Peni's whereabouts. Sadly, the Nazis and other lowly thugs he threatened didn't spill much information. 

Even when being threatened with a gun to the head, the thugs didn't give much information about the Nazis' hideout. Noir walks back to the brown couch and dramatically sits down on the comfy cushions. Noir's fedora falls off his head and lands upside down on the couch cushions. Noir wants to rest his feet(It would be nice to rest my feet) on the coffee table but knows that Aunt May will probably scold him for being ill-mannered.

_'Peni, where are you? All I ever wanted to do was protect you but I put you in danger instead. I'm sorry.'_

Noir turns his head around as he hears a sad beep coming from his left. The SP//dr mech is resting close to the couch and the tv. SP//dr lowers his head as he gives a red digital sad face from the mech's screen. Noir knows how much Peni means to SP//dr as they have worked together for a long time. Noir tries to think of any encouraging or reassuring words to tell the genetically-enhanced arachnid. 

"Hey SP//dr, I know how tough it is to lose someone you care for. We'll find Peni and bring her back home." Noir sighs in defeat as he tries to reassure SP//dr. Noir has never been good at striking up conversation or trying to lift someone's spirits. He just hopes that the others will have better luck finding clues on the Nazis' hideout. Noir tries to not lose hope in trying to find Peni. 

Peni has gone missing for 3 days and Noir has desperately tried to search for her. Noir lowers his head in shame as he blames himself for letting Peni get kidnapped by the Nazis. Noir becomes engulfed in his thoughts and he doesn't hear the footsteps coming from the hallway of the house. Aunt May walks towards Noir with a newspaper folded in her left arm and a mug of coffee in her right arm. Noir looks up and sees Aunt May sets the mug on the coffee table gently.

_'I should've been more careful. If I had just followed the Nazis, Peni would still be here. A cheerful and pure doll like her doesn't deserve to suffer. DAMN IT!'_

"Something wrong Peter? How was your trip? I brought you a newspaper and a cup of coffee to help you relax in a stressful time like this." Aunt May hands Noir the neatly folded newspaper. Noir takes the folded newspaper from Aunt May's hands with gratitude. Noir bends down to carefully pick up the hot coffee mug from the coffee table. He sits up straight and takes a small sip to test coffee. Noir lowers the cup to the table with a satisfied sigh.

"Thanks for the cup of joe and the newspaper, Aunt May. SP//dr and I went to investigate some clip joints around Brooklyn and Queens to find some clues on where Peni is but some Nazis I investigated were clammed up about any information. Many goons I fought were packing heat and I had to knock them out." Noir lowers his head as he tells Aunt May of the worthless investigations that occurred in his dimension. SP//dr gives the two humans a sad beep as he slumps over near the couch with a sad digital face.

"Those investigations were useless and I didn't get any new information. I-I just wanted to protect Peni. I just w-want her to be safe and happy." Noir's starts brooding as he starts to become paranoid and sad. Noir has seen death and misery throughout his life and he never wanted Peni to experience all the death,pain and misery in his dimension.

"I'm sorry about what happened with Peni,Peter. I've gone through the same pain twice in my life. I have lost both Ben and Peter in my dimension. The best thing you could do is not lose hope and to continue to look for Peni." Noir is shaken from his thoughts and stares at Aunt May in shock as she sympathizes with his pain. 

Aunt May's face morphs into a sorrowful and wistful look as she encourages Noir to not give up. SP//dr walks over and tries to console Aunt May to stop her from breaking down. SP//dr has a sad digital sad face as he reassures Aunt May that everything will be alright.

_'She has lost so much and yet Aunt May is still helping others. No matter the dimension, Aunt May has moxie.'_

"Thank you Aunt May, I won't forget your words. I promise to bring Peni back home." Aunt May's words give Noir a surge of courage. He finishes his mug of coffee and lowers the mug onto the coffee table.Noir picks up his fedora from the couch and places it on his head. Noir gets up from the couch and stands up on his feet. SP//dr flashes Noir a happy digital face.

Suddenly, two blue and purple colored portals appear in Aunt May's living room. The other 4 members of the Spider- family walk into the living room as the portals close behind them. Everyone except Ham take off their masks and walk towards Noir to tell him what they found. Peter is the first to talk to Noir about his and Ham's investigation.

"Most of the information we found was pretty much useless.The most common one was that people have spotted two dark figures running on the roofs of buildings." Noir takes in the new information and tries to understand what it means.There are very few people that would be roaming around on the rooftops in his dimension. Ham volunteers to be the next one to speak up.

"Some of the rumors say that one of the figures had red electricity around their body. Some wackos thought it was you and they spread some terrible rumors about you." 

After Ham gives Noir all the information they found, he walks towards the couch. Ham puts his hands on the couch cushions and propels himself onto the couch. Noir's eyes widen as he realizes that Venom and Shocker are the two figures that Peter and Ham are talking about.

_'So Venom and Shocker are roaming New York. What do these bastards want with Peni? To think that some dunderheads in the streets think it's me.'_

Miles leans near the wall of the staircase with a horrified expression on his face. Miles decides to tell Noir about his and Gwen's investigation in Noir's dimension. Miles remembers how horrifying the rumors he and Gwen found while looking through nightclubs.

"S-some rumors w-we found in the nightclubs were terrible. Some psychos are kidnapping people from the streets and detention camps throughout New York. T-they take anyone,White,Black, or Japanese.It doesn't matter to them who they kidnap." 

Miles starts to hyperventilate as he remembers the horrible crimes in the streets of New York. He starts to shiver as he clings to the wall behind him. Gwen walks over towards Miles and puts her hand on Miles's shoulder to calm him down.

"I know it is hard seeing people being treated unfairly like that. You should always fight for what you believe in and help others no matter what."

Everyone in the room becomes worried about Miles's sudden fear and they try to calm him down. Gwen tries to say some sympathetic words to lift Miles's spirits. Miles flashes Gwen a strained smile as a thanks.

"Thanks Gwen, I'm glad you're here." Miles starts to breathe deeply to regain his composure. He begins to breathe evenly and lets go of the wall. Aunt May walks over to both Gwen and Miles and hands them both of them a can of soda. Both teens take a can of soda each and drink the cold beverage down. Miles finishes his drink and drops the can in the garbage bin near him.

"Miles and I found a few corrupt cops attacking some African American men for failing to pay their loans. Miles jumped down and fought the cops, knocking them out." Gwen finishes her drink and crumbles the tin can into a flat disk. Gwen glances at Miles to make sure that he is fine. She throws the crumbled drink into the garbage bin. Aunt May knows that she should support them the same way she supported the Peter of her dimension.

"The important thing is that you are all safe and sound. Even heroes should be careful." Aunt May warns the Spider-family about being reckless. Noir realizes that the psychos on the streets are the Nazis. Noir tries to understand why the Nazis would capture innocent citizens.

_'Why the hell would Nazis want with people in the streets. You never know with these Nazis.'_

Suddenly, Ham jumps up in surprise as he clumsily falls off the couch face first. SP//dr exits the mech and climbs down the metal body towards the floor. SP//dr shoots a web string from his abdomen and the string clings onto Ham's shoulder. SP//dr uses his 8 legs to walk on the web string and lands on Ham's shoulder. Ham groans as he tries to get up.

"I knew I shouldn't have fallen asleep. Those stupid dreams always ruin my sleep." Ham turns his head and finds SP//dr on his shoulder. SP//dr tells Ham about news he found. Ham is shocked by the news that SP//dr tells him and tries to warn the other of the news.

"Hey guys, SP//dr says that Venom and Shocker are going to raid a science center in Noir's dimension." Everyone in the room turns their attention toward Ham with a confused look on their faces. Peter is skeptical about the new information. SP//dr jumps up and down on Ham's shoulder in excitement.

"Hold on Ham, Where did you get this new information?" 

"It was Peni, Peni told SP//dr about the Nazi's plan. She used her psychic link to warn SP//dr that they would attack the Reed Richard Science Center." Aunt May and the other Spiders are shocked to learn that Peni is trying to contact them through SP//dr. Noir releases a sigh of relief as he is glad to know that Peni is still alive.

_'Thank goodness, Peni is alive. Time to bump off some Nazis. I'll make sure they pay for what they have done!'_

"I'll fill every single Nazi I find with lead for what they have done to Peni!" The others look at Noir with dismay in their faces. Noir taps his MDT and prepares to travel back to his dimension to defeat Venom and Shocker. Peter grabs Noir's arm to stop him from leaving. Noir gives Peter an irritated glare and pulls away from Peter's grasp. 

"Follow me outside. We need to talk in private."Peter whispers his plan to Noir and uses his hand to motion him to follow. Both men walk towards the kitchen entrance and take a left turn near the kitchen counter. Aunt May gives the two men a skeptical look as they arrive at the kitchen. Peter reaches the kitchen exit and puts his hand on the doorknob. 

Peter twists the doorknob to the right and pushes the door open. Both men exit the kitchen and enter the backyard where the Spider-cave is. Noir paces around the backyard impatiently and leans on the trunk of a tree. Peter follows Noir and stands near Noir. The cold winter breeze blows on Noir's trenchcoat and it flutters with the wind. Noir is confused as to why Peter wants to talk to him. Peter clears his throat and starts to talk.

_'What does he want to talk about? The more time we waste, the more lives the Nazis ruin.'_

"Why did you say that you would kill all the Nazis you find.Not all Germans are guilty of war crimes.You should at least show them mercy." 

Peter questions Noir's statement about killing all Nazis. Noir frowns into deep anger as certain memories come rushing back. Images of his loved ones dying and in pain return to haunt him. Noir closes his eyes and grits his teeth as he tries to suppress the painful memories from overwhelming him. Noir is unable to control his emotions and lashes out on an unsuspecting Peter.

"Mercy!? My parents got bumped off during the World War in 1918! My best pally Robbie Robertson was turned into a mindless slave by Dr.Otto Octavius. These Nazis also kidnapped Peni and she is probably suffering right now. Why should I show mercy to the _bastards_ that MADE MY LIFE A LIVING HELL!!"

Peter steps backwards in fear as he is surprised by Noir's outburst. Noir has never been this expressive since Peni's kidnapping. Noir is normally a cool and calm detective but ever since Peni's kidnapping, Noir has become more paranoid and furious. 

Peter tries to calm Noir down and places his hand on Noir's shoulder. Noir's expression becomes exhausted and sad. Peter tries to think of anything to say to the private eye to reassure him that everything will be fine. Peter decides that he wants to tell Noir the moment that his life changed.

"Revenge is never the right path.I first wanted to kill the criminal that killed Uncle Ben but I decided against it. I remembered the words that my Uncle Ben once told me. With great power comes great responsibility."

Noir gasps in surprise as he clutches his head. A murky memory suddenly appears in his mind. An image of a toddler looking up at his parents from inside a crib. The toddler coos while the father utters a single sentence.

_' "With great power comes great responsibility." '_

Noir is surprised by the memory that his mind shows him. Noir releases his head and stands up straight. He realizes that the toddler in his memory is him. Noir knows that his family will always be with him. Noir's face curves into a small smile. Noir decides to thank Peter for his encouraging words.

"Thank you Peter, I will save Peni and try not to kill any Nazis." Peter is surprised by Noir's response and is speechless and confused about Noir's sudden change of thought. Peter snaps out of his daze and a smile appears on his weathered face. Peter is glad that Noir is changing for the better. 

"I'll go and tell the others that we are leaving soon. Let's beat up these Nazis. Peter opens the back door of the house and sprints inside. Noir watches the other Spider run inside the house with amusement. Noir looks up and sees the dark, night sky. Despite there being no stars in the sky, the black mass has a certain beauty to it.

_'I should thank them someday. These fellas have helped me through thick and thin. Soon, I'll punish those Nazis and help anyone they have harmed.'_

________________

**December 24, 1935**

**On the rooftop of the Reed Richards Science Center**

Noir and the other Spiders have just arrived on the rooftop of the Reed Richards Science Center. They try to form a cohesive plan to defeat the Nazis and stop their plans. Normally Peni would be the one to come up with any plans. Peter decides to take over the planning for Peni. 

"Alright guys here's the plan, SP//dr will cut a hole in the rooftop and we will stop these Nazis. If any of you get hurt, teleport back to Aunt May to get patched up." The other Spiders nod as they understand the plan and get ready for action. 

SP//dr (in the mech suit) fires a laser from his fingertips at the concrete surface. The laser cuts through the concrete surface of the rooftop with ease creating a rectangle on the roof. The newly-cut rectangle falls onto the floor of the science lab with a hard thump. All 6 Spiders jump into the new hole in the roof and land on the white tiled floor of the science center.

The science lab is empty without anyone in sight. The 4 hard-wood tables in the room contain chemistry sets with different vials. These tables also contain beakers and microscopes. The shelves near the walls hold multiple vials and serums with different colors.To the left is a doorway which leads to the room with an installed nuclear reactor.The windows of the lab are dusty and old. The grey walls have stains and pencil markings omnipresent throughout the room. Noir knows that something is off even though the laboratory is closed for the day.

_'I have a bad feeling about this. Where are the Nazis?'_

Noir and the others walk around the lab in awe. Miles walks over to one the tables and examines the vials on the table.Gwen sits on one of the chairs near the table and looks through the microscope. Ham yawns in boredom as he walks around the room. Peter leans beside the shelves as he watches the others interact with the lab. SP//dr uses his internal sensors and scans the entire building. SP//dr let's out two distressed beeps as he finds two enemies on the mech's sensors. The spider-senses of all 6 Spiders suddenly activate. Ham turns his attention to SP//dr as he hears him beep from the mech.

"What's wrong SP//dr?"As soon as those words leave Ham's mouth, multiple Nazis enter the lab with rifles and SMGs aimed at the Spiders. Venom and Shocker step inside the laboratory while issuing orders to the surrounding Nazis. Noir clenches his fists in anger at seeing Venom and Shocker.

_'Time for round two with these bastards. I'll make sure they regret what they have done to Peni.'_

"Hello there Spider-man, I see you brought some pallys with you to get bumped off. Shocker walks over to one of the tables in the room and folds his arms together. He grins under his yellow and red mask and he readies his electric suit for the potential battle. Venom hisses at the Spiders and opens his mouth. His abnormal long tongue appears from his mouth and he shows his sharp,shark-like teeth.

"Quit bumping gums Shocker, Where's Peni and what have you done to her?" Noir raises his clenched hand. The other Spiders carefully walk towards Noir and lean back to back with each other. They look at each other one final time in case some of them don't make it back. The Nazis close in on the Spiders with their guns raised, ready to shoot.

"Wouldn't you like to know, Haha. The filthy Jap is making some thingamajigs for us to use. Germany will make a perfect world and soon we will get rid of that worthless Jap."Venom taunts Noir by telling him how weak and worthless Peni was during the torture sessions. Peter glances at Noir,worrying about his possible outburst. Miles looks at Gwen in order to keep her safe.Noir grits his teeth in anger as he tries not to lose his cool. Unfortunately, Venom's taunts get under Noir's skin and the detective's fury explodes.

"YOU BASTARDS!!!" Noir lunges forward and attacks Venom by swinging his right arm,aiming at Venom's face.As soon as Noir attacks Venom, the Nazis fire their guns at the other Spiders. Just like an overflowing dam,All Hell breaks loose. 

Venom moves to the left to avoid Noir's punch. Noir uses his momentum to kick Venom's right leg and try to topple him. Noir's spider-sense kicks in to warn him about oncoming danger but Noir is unable to react in time. Shocker anticipates Noir's kick and sends an electricity-charged punch on Noir's chest. Noir is sent flying from the force of the punch and crashes into the grey wall of the lab,creating a large dent on the wall.

The other Spiders all shoot web strings in the air that attach to the roof of the lab. They start swinging in the air, releasing web string after web string to avoid the hail of bullets. Miles turns invisible and releases his grip on his web string. He lands on the ground and sneaks up on two Nazis.

"Hey!" Miles puts his hands on the shoulders of the two Nazis. He focuses on super charging his hands and produces electricity.This electricity shocks the two Nazis,making them collapse on the ground. The other Nazis stare at the collapsed bodies of their comrades and start shooting the entire lab trying to kill the Spiders. 

Peter releases his grip on the web string and lands outstretches both his arms to fire two web strings. The two web strings cling to one of the hard-wood tables. Peter pulls on the web string and the table towards himself.The chemical sets, beakers and vials fall onto the ground, shattering and covering the ground in glass shards and chemicals. He lands on the ground while carrying the wooden table over his head.Peter throws the table on two nearby Nazis. The Nazis scream in fear and try to run away but they get crushed under the table.

Ham clings onto his web string using his left arm and put his other hand in his costume pocket. Ham rummages through his pockets and takes out a massive cartoon magnet. Ham raises the magnet in the air and it pulls all of the Nazis' guns into the U-shaped device. Ham causally releases and drops the massive magnet which falls onto an unsuspecting Nazi. The Nazi gets crushed by the massive magnet but lives.

Noir wakes up from his painful crash and feels his head split in pain as his spider-sense activates. Noir looks up and sees Venom charging at him. Noir leaps and rolls out of Venom's attack and struggles to stand up on his feet. Venom is unable to stop himself and crashes into the grey wall, denting the wall even futher. Shocker lunges towards Noir but nearly misses Noir. 

Noir takes advantage of Shocker's mistake and uppercuts the villain on the jaw. Normally,Noir pulls his punches but this time he is punching with all his might. Shocker's jaw fractures and the villain stumbles backwards. Noir quickly punches Shocker's face followed by a powerful kick on the chest. Shocker falls to the ground and Noir raises his fist near Shocker's face.

"WHERE IS PENI!" Noir yells at Shocker,demanding him to tell him where Peni is. Noir takes his revolver from its holster and holds it against Shocker's head. As soon as he tries to threaten Shocker, Venom tackles Noir to the ground.Venom assaults Noir by punching him repeatedly in the face with his two fists. Noir quickly grabs both of Venom's hands and uses his knees to kick villain in his stomach. Venom clutches his stomach in pain. Both men leap off the ground and continue to fight.

Gwen lets go of her web string and lands on the floor. She outstretches her arms and shoots webs from the web shooters on her wrists. The web strings clings to the back of a unsuspecting Nazi. Gwen pulls on the web strings and swings the Nazi above her head multiple times. The Nazi screams as he is swinging around and around in the air.Gwen releases the web strings, causing the Nazi to crash into the wall.

SP//dr lands on the floor and charges toward the two nearest Nazis. SP//dr raises his mech's left arm and fires a tiny blue disk that lands on the floor. The tiny disk activates and release a shockwave that electrocutes the two Nazis. SP//dr backhands a nearby Nazi,causing the Nazi to go flying and crash into one of the lab tables. The table breaks in half from the force and spills the chemistry set, beakers and vials onto the floor.

Shocker turns and sees 5 Nazis trying to carry the nuclear reactor. Some Nazis are carrying different types of chemicals and vials outside. Another Nazi opens the door to help the others carry the machine outside.They load the heavy machine to one of the cars outside and prepare to leave.Shocker turns towards Venom and urges him to stop his fight with Noir.

"Let's get out of here you dunderhead. We got everything we came for."Shocker yells at Venom to follow him and both villains leave the laboratory. SP//dr raises one of his mech's limbs and fires a tiny red disk. The tiny red disk clings onto Shocker's grey trenchcoat. Noir tries to run after them but is stopped by Peter. Noir glares angrily at Peter but Peter doesn't back down. 

"What are you doing!? They're crushing out. I have to tail them!" The other Spiders gather as the remaining Nazis leave the science center. Ham looks at the chaos that they have created and the 9 unconcious Nazis on the ground. Noir tries to escape but SP//dr stops him from leaving. SP//dr whispers something that only Ham understands and Ham decides to tell Noir.

"Hey Noir, SP//dr says that he put a tracking device on Shocker to know where their hideout is." Noir understands what the pig is saying and shrugs his shoulders to calm down.

_'I guess I really can trust these fellas.'_

"Alright guys, let's return home and rest before the cops show up." Peter tells the other Spiders his plan and they quickly follow his lead. Peter taps the screen of his MDT and the device roars to life. 

Peter taps the directions to Aunt May's house and a blue and purple portal appears. Miles and Gwen are the first to enter the portal with Peter and Ham follow them. SP//dr takes a quick scan of the Reed Richards Science Center before entering the portal to return home. Noir walks near the portal but hesitates entering it. He remembers the lessons that everyone has taught him through this journey.

_'I should always finds the best path in life and never give up. Please watch over me Father,Mother and Uncle Benjamin. Give me the power to rescue Peni and stop these Nazis.'_


	5. Spider-family to the Rescue

**Summary for the Chapter:**

> Hey there everyone, I am back with chapter 5 of A Spider's Bond. I tried to publish this chapter on New Year's but I had to add more to the chapter. I know this is late but Happy New Year everyone. I just want to say that I am grateful for all the support on this fanfiction. I was shocked to see this story reach over 500 hits. Thank you so much for the support everyone.

**December 25, 2020**

**In Aunt May's house**

In the living room, Aunt May and the Spider-family are devising their next plan in order to finally rescue Peni. Noir is sitting on the couch while reloading his revolvers with bullets. Noir takes off his mask and places it on the couch. His normally fluid movements become sloppy with worry, and his face is set in a snarling grimace. The scar on his lips wrinkles into a jagged pattern. SP//dr(the spider) slumps the mech near the couch and sets it on the ground. SP//dr opens the spider-sized hatch and crawls onto the brown couch. SP//dr looks up at Noir with a sad expression. SP//dr knows that Noir is worried about Peni's safety.

Noir pushes the cylinder of the revolvers open to load the bullets into the 6 circular chambers. Images of his family and Peni dying in various ways begin to plague his mind. Noir starts to breathe heavily as he tries to push the dark thoughts out of his mind. Despite Peter and Aunt May telling him to not kill any Nazis, Noir knows that he wouldn't be able to keep his promise to not kill. In a dog-eats-dog world like in his universe, Noir will most likely have to kill the Nazis that kidnapped Peni.

Noir turns his head to the right and sees Ham on the couch beside him. Ham is lounging on the couch cushions while listening to the other Spiders in the living room. Ham yawns as he rests his head on the soft, white couch cushion. Noir pushes the cylinder of the revolvers back to their place and puts his revolvers in their holsters. Noir takes three deep breaths to steady his nerves. Noir picks up his mask from the couch and shoves it in his trench coat pocket. Noir knows that Peni would want him to put the Nazis in jail instead of killing them. Noir understands that the others hate and avoid killing their enemies but he knows that some people deserve to die.

_'I will try to not bump off any Nazis no matter what. In my universe, triggermen and other mooks bump off and harm others without any thought or remorse. Monsters like these Nazis deserve to get bumped off.'_

Noir stands up and sees Aunt May walk into the living room with a hot chocolate mug in her left hand and a tray of cookies in the other hand. Peter walks up to Aunt May and helps her carry the coffee mug and the cookies to the coffee table. Aunt May and Peter walk back to the kitchen to get the other hot chocolate mugs. Gwen and Miles walk down the staircase while holding on the railings. Both Spiders walk away from the staircase and stand near the couch. Miles looks at the tray of cookies,confused as to how it got on the coffee table. 

SP//dr climbs down the couch and walks toward Noir. SP//dr crawls onto Noir's trench coat and climbs up to his shoulder. Noir turns his head to the left side and spots SP//dr on his shoulder. Noir reaches for his left shoulder and gently taps SP//dr on the back. SP//dr happily clicks his mandibles. Meanwhile,Gwen sits on one of the chairs near the coffee table. Miles sits on the other chair beside Gwen.

Ham sniffs the air around him and lifts his head up in the air. Despite being asleep, Ham starts to float in the air in a trancelike state. Ham follows the cartoon looking scent trail of the freshly baked cookies. Ham wakes up while still sniffing the air. Ham reaches for a cookie on the tray but Miles swats his hand away. Ham pulls back his hand and looks at Miles with an angry stare.

"What was that for?" Ham rubs his arm, trying to get rid of the stinging pain. He knows that trying to reach for another cookie will get him hurt. Ham groans in annoyance as he gives up. Ham looks away from the cookies, trying to not let his hunger get the best of him.

"We have to wait for Peter and Aunt May to come back." Miles stands up from his chair, guarding the cookie tray from Ham. Gwen laughs at the absurdity of Miles defending the cookie tray. Her boisterous laughter fills the room. Noir's face curves into a sad smile at seeing the others having fun. Noir knows that he will never experience the same carefree happiness as the other Spiders. 

Gwen's laughter finally dies down as she grabs her stomach. Suddenly, Peter and Aunt May enter the living room with drinks and cookie trays in their hands. Peter sets four hot chocolate mugs on the coffee table and takes a seat on the couch. Aunt May gently sets another cookie tray and a hot chocolate mug on the table. Ham stares at the cookie trays with his tongue out.

"Alright everyone, dig in." Aunt May points to the food and drinks on the coffee table. Aunt May allows the Spiders to enjoy the hot chocolate and cookies. Everyone except Noir takes a mug of hot chocolate and some cookies. Gwen takes a few cookies and drinks her hot chocolate. Miles drinks his hot chocolate while eating a cookie. Peter takes a mouthful of cookies and eats the cookies without stopping. Ham swarms one of the cookie trays and takes a handful of cookies. Ham eats cookie after cookie while taking sips of his hot chocolate. Noir huffs impatiently as he wants to find the Nazis and rescue Peni.

_'We shouldn't be goofing off. We should find the Nazi's hideout using that tracker thingamajig.'_

After the Spiders finish their cookies and hot chocolate, Aunt May takes the empty mugs and cookie trays back to the kitchen to clean it up. Noir coughs and clears his throat in order to get the other Spiders' attention. The other Spiders turn around and look up at Noir. SP//dr clicks his mandibles while sitting on Noir's shoulder.

"Hey fellas, I'm glad that you are having a banging time but we need to find the Nazis. The more time we waste, the more closer the Nazis are to finishing their plan." Noir tells them that they need to be serious about trying to stop the Nazis. Peter understands Noir's frantic and worried behavior and the cause for that behavior. Ham sighs and frowns as he was about to fall asleep on the couch.

"Alright SP//dr, can you show us this tracker thingamajig?" Noir looks over to his left shoulder and sees SP//dr clicking his mandibles together. SP//dr starts to climb down on Noir's trench coat. SP//dr reaches on one of the trench coat's straps and propels himself on the strap.

The coat strap flings SP//dr into the air and SP//dr shoots a web string from his spinneret, which clings to the ground. SP//dr lands on the ground and walks to the red and blue mech. SP//dr climbs on the metal body of the mech and enters through the spider-sized cockpit. The mech roars to life as a smiley red face appears on the dome screen of the mech. SP//dr lifts his right mechanical limb up. A hologram appears on the mech's arm that shows a map of New York in Noir's dimension. Ham walks towards SP//dr to help translate spider language into human language. SP//dr whispers some important information for Ham to translate to the others.

"Hey guys, SP//dr says that the tracker is still on Shocker. Anyway, the Nazis' hideout is on Ellis Island." The Spiders stare at Ham and SP//dr, surprised by the new revelation. Noir gasps in surprise at the mention of the island. Noir clenches his fists tightly until it turns white. Noir frowns in anger as terrible memories begin to flood his mind.

_'Those Nazis are still doing experiments!? Even after I caught them turning blacks like Robbie into mindless slaves. Did the coppers do nothing to stop them!?'_

Noir tries to ignore the horrible memories about the experiments run by Otto Octavius on Ellis Island. He is able to push away the terrible memories but his anger remains. Peter looks over and sees Noir's angry expression. Peter leaves the couch and stands up on his feet. He becomes worried about his friend's aggressive and sometimes downright violent behavior when dealing with the Nazis that kidnapped Peni. Peter decides to take over and make a plan to rescue Peni.

"Can everyone please give me your attention? Okay, here's the plan,we will storm Ellis Island and take down the Nazis. Noir and SP//dr will rescue Peni and anyone else that the Nazis kidnapped. The rest of us will distract and fight Shocker and Venom." 

Peter lays the plan out for the other Spiders to understand. Noir takes a deep breath in order to let go of his anger. He inhales a gulp of air and then exhales, releasing his tension and anger. Aunt May returns from the kitchen and enters the living room. She looks around the room and sees that the Spiders are getting ready to leave.

"Alright fellas, Let's go and rescue Peni." Noir taps the screen of his own MDT. All six Spiders are standing up, ready to teleport into Noir's dimension. A blue and purple circular portal opens in the living room near the tv.

"Let's do this!" 

"Yeah!"

"Time to kick some Nazis butt."

Ham, Gwen and Miles, eager and ready to arrive in the Nazis' hideout, enter the blue and purple portal. Peter shrugs in confusion as he soon follows the others into the portal. SP//dr enters the portal right after Peter, leaving Noir the last one in the room. Noir takes out his Spider-man mask from his trenchcoat pocket and puts it on. He tips his fedora to Aunt May in respect and is about to enter into the portal before Aunt May stops him.

"Be careful Peter, you don't know what might happen. Good luck and please bring Peni back home." Noir looks back and sees Aunt May with a sad expression. Noir decides to take Aunt May's words to heart.

"Thank you Aunt May, I promise to bring Peni back home and stop these Nazis." Noir waves goodbye to Aunt May. He enters the blue and purple portal, unaware of what will happen next.

_'Thank you Peni for all you have done to make my life better. Let me repay you by protecting you and keeping you safe.'_

________________________

**December 25, 1935**

**On the docks of Ellis Island**

The Spider-family finally arrive on the docks of Ellis Island. Everyone except Noir takes their time to look around and admire their surroundings. The pitch black night sky casts shadows on the tiny island. The lush green grass in the yard connects to the concrete pathways that lead to different multistory buildings. The buildings are square shaped buildings with grey trims and multiple windows. 

The buildings seem old and weathered, with holes and broken down walls. The roofs of the buildings are brown tiles shaped like triangles. The light posts leading up to the wooden docks illuminate the dark concrete path. Multiple Nazis are roaming around the yard, patrolling for any possible intruders around. 

Noir wastes no time in sightseeing and runs on the yard of the island. He attacks an unsuspecting Nazi by punching him in the stomach and uppercuting the Nazi in the jaw. The Nazi is sent flying into the air and lands on the grass floor with a loud thud. Noir quickly outstretches both his arms and shoots black webbing from his wrists, wrapping the unconscious Nazi into a web cocoon. The other Spiders quickly stop their sightseeing and meet up with Noir on the yard of the island. Peter starts to question Noir about his actions.

"What are you doing!? We need to sneak into their lab and rescue anyone they kidnapped. If you attack these Nazis, our cover will be blown." Peter tries to warn Noir about his actions' consequences. Noir frowns from beneath his mask and looks at the Nazis with disgust.

_'Why are you stopping me from beating them up?! These bastards deserve all the pain they will get for kidnapping Peni and other innocent victims.'_

"These _bastards_ kidnapped Peni and many other innocent people. Even if we rescue the prisoners, how will they crush out of this island with all the Nazis milling around?" Peter groans as he tries to reason with Noir. Miles taps Noir on the shoulder and tries to help the private eye in anyway he can. 

"I know it's hard to wait when Peni could be in danger but you have to. Let's defeat all the Nazis patrolling the island before we sneak into their hideout. Are you okay with that Noir?" Miles tries to reassure Noir that they will stop the Nazis. Noir begins to calm down and slowly thinks about his actions. He knows that the other Spiders are worried about him and want to help him. 

"Thanks for that Miles." Noir tips his fedora to Miles in respect and turns his attention to the Nazis roaming around the island. The Spiders start attacking the unsuspecting Nazis around the island.

Noir sneaks behind a nearby Nazi and uses his leg to leg sweep the Nazi's legs. The Nazi loses his balance in his legs and falls on his back. The Nazi frantically looks around trying to spot any danger and sees Noir looming over him. The Nazi tries to raise his rifle up but Noir acts quickly and outstretches his arm,firing a black web string at the gun. Noir tugs on the web string and pulls the rifle out of the Nazi's hands. Noir outstretches his arms, releasing five patches of black webbing that cover the Nazi's mouth, arms and legs with webs. Noir looks over his shoulder and sees the other Spiders fighting some Nazis.

Gwen leaps into the air, twisting upside down in midair. She outstretches both her arms over her head and shoots two web strings from her web shooters. The Nazi raises his rifle of his head in an attempt to kill Gwen, unaware that the two web strings are stuck on his shoulders. Gwen gracefully lands on the ground and pulls on the two web strings over her shoulders, causing the Nazi to be sent flying into the air. Gwen releases the web strings, causing the Nazi to land on the ground with a loud thud.

Ham skips around the yard, avoiding the gunshots of the Nazi. Ham quickly puts his hands in his pockets, trying to find a weapon to deal with the trigger-happy Nazi. Ham takes out a massive wooden mallet and closes the gap between him and the Nazi. Ham swings the mallet at the Nazi's chest and sends the Nazi flying in the air. Ham kisses the head of the mallet.

"You mess with the Ham, you get the hammer." Ham puts the wooden mallet back in his pocket. He turns his attention to the others and continues to fight the Nazis.

Miles backflips and dodges the bullets flying towards him. He lands on his feet and quickly kicks the rifle out of the Nazi's hands. He super charges his hands with electricity and punches the Nazi on the face. The Nazi falls on the ground and groans in pain. Miles quickly shots five patches of webbing, trapping the Nazi's mouth, arms and legs. The Nazi remains stuck to the ground thanks to the strong and resilient webbing.

Peter flips into the air in order to avoid the Nazi's bullets. He outstretches both his arms and fires multiple web shots from his web shooters. The Nazi is hit with eight small web shots and falls to the ground. The Nazi tries to remove the webbing but is unable to break free from the strong webbing. Peter lands safely on the ground and outstretches both his arms out. He uses his webbing on the Nazi,turning him into a web cocoon.

SP//dr(in the mech) ignores the multiple bullets that are being fired at him. The two Nazis realize that the SP//dr mech is bulletproof. They both drop their rifles and try to run away. SP//dr raises his mech's arm up and fires a tiny blue disk from the mech's arm. The tiny disc falls to the ground and activates, sending waves of electricity toward the two escaping Nazis. The Nazis are electrocuted by the electricity and fall to the ground with smoke coming from their bodies. SP//dr raises his mech's arms and fires web shots at the unconscious Nazis, wrapping them in webbing.

Noir turns around and sees the other Spiders walk towards him. They meet up on the yard of the island. The six Spiders turn their attention to the Nazi laboratory in front of them. The laboratory is a massive red brick building that stretches from one side of the island to the other side.The laboratory is made up of four different rectangular buildings with broken windows and two different doors to get inside the lab. 

The left side of the Nazi laboratory has two water towers and a small building with a smoking chimney. The right side of the laboratory is a four part entrance with arches over the entrance and doors locked with chains. SP//dr raises his mechanical arm and opens up a hologram of Ellis Island where it shows Peni's location in the laboratory. Ham taps Noir on the leg, trying to get his attention. Noir turns his head right and looks down to see Ham. 

"Hey Noir, SP//dr says that this building is where the Nazis are keeping Peni." Noir nods his head and thanks the cartoon pig.

"Thanks for the help, Ham. Alright fellas, let's go stop these Nazis and save the prisoners." The Spiders prepare themselves as they get ready to enter the Nazi lab.

Noir clings to the grey laboratory wall and uses his spider abilities to stick to the wall. Noir tries to grab a red brick but the brick falls off the building and Noir almost loses his grip. Noir grabs the arch of the building to propel himself up the building. He finally reaches the top of the laboratory and looks down to see the others still scaling the side of the building. After a few minutes, all six Spiders are standing on the roof of the laboratory. 

SP//dr (in the mech suit) fires a laser from his fingertips at the roof surface. The laser cuts through the surface of the rooftop with ease, creating a rectangle on the roof. The newly-cut rectangle falls onto the floor of the laboratory with a hard thump. All six Spiders jump into the new hole in the roof and land on the clean white floor of the laboratory. Suddenly, the hallways are painted in a sharp red glow as alarms start blaring, warning the Nazis of intruders. The loud sirens scream in the ears of the Spiders. Peter tries to keep the team together and tries to yell over the loud, obnoxious sirens.

"Hey Everyone, stick to the plan! Noir! SP//dr! Go rescue Peni! The rest of us will rescue the other prisoners!" Noir nods as he begins to run down the right side of the hallway. SP//dr quickly follows beside Noir as they hurry to save Peni. The four other Spiders turn to the left and run down the other hallway of the laboratory. As Noir runs through the hallway, one thought replays in his mind over and over again.

_'I have to save Peni, I have to!'_

The wallpaper on the grey walls on each side of the hallway are peeled off and old. The hallway floor has white tiles that are separated by black lines in between each square. There are multiple rusty pipes that lead from the bottom of the floor to the top of the roof. The pipes make a sizzle noise and leak water every few minutes. There are vents that release cool air into the hallway. The walls are dented and some parts of the walls have massive holes in them. These holes show the wooden skeleton of the building. The hallway has a distinct smell of mold and death. 

The red glow of the sirens illuminating the hallway is a metaphor of the death that occurs in the Nazi laboratory. The loud blaring of the sirens causes Noir to run faster down the hallway. Noir tries to turn to the left as the hallway curves to the left. Noir slides on the ground as he tries to slow down. Unfortunately, his momentum causes him to crash into the grey wall. SP//dr runs towards Noir to try to help him up. Noir uses both his hands to push himself back on his feet. Noir slowly inches away from the broken down grey wall and he starts to run down the hallway. 

"Ugg, damn that hurt. It's okay SP//dr. I'm fine."

While running, SP//dr scans the interior of the Nazi laboratory and opens up a hologram of the layout of the laboratory. SP//dr uses the screen dome of the mech to show Noir the holographic map. Noir looks back at SP//dr and sees the holographic map. Noir stops in his tracks to take a look at the map. He uses his hand to keep track of where they are and where Peni is.

"Thank you, SP//dr." Noir uses his hand and motions for SP//dr to follow him along the hallway. Noir becomes confused as he starts to hear the pitter-patter of multiple people coming towards their direction. Noir feels his spider- sense kicks in as it warns him of potential danger. 

Noir sees four Nazis with rifles running towards them on the other side of the hallway. The Nazis suddenly stop moving in the middle of the hallway and aim their rifles at Noir and SP//dr. The Nazis start firing their rifles, as they try to kill the intruders. SP//dr steps in front of Noir to shield him from the hail of bullets. The loud sound of gunshots ring in Noir's ears. Noir whispers his plan to SP//dr while being behind him.

"NOW!" Noir takes his two revolvers out of their holsters and gets ready to fight back. Noir jumps into the air and shoots two bullets from the two revolvers in his hands. The two bullets leave the barrel of the revolvers and fly in the air. The bullets hit the arms of the nearest Nazi. The Nazi screams in the air in agony as he drops his rifle. Noir outstretches both his arms as he shoots five patches of webbing at the Nazi. The five web patches attach to the Nazis' mouth, arms and legs, trapping the Nazis to the grey wall thanks to the webbing.

Noir's spider-sense activates as another Nazi tries to shoot him. Noir quickly outstretches his right arm and shoots a black web string at the Nazi. The black web string clings to the rifle of the attacking Nazi. He pulls on the web string and pulls the rifle out of the Nazi's hands. SP//dr lifts up his mechanical arm and uses the arm to slam the other two Nazis up against the wall. 

Noir raises both his arms to shoot five web patches at the opposing Nazi, webbing up his mouth, arms, legs and trapping him against the grey wall. SP//dr raises his mechanical arm and a small cylinder appears on the robotic arm. The robotic arm releases multiple web strings that trap the two Nazis up against the wall. The sirens continue to blare as Noir and SP//dr defeat the Nazis. The two Spider-People leave the Nazis and continue to walk to the other end of the hallway.

Noir stops at the door found at the very end of the hallway. Noir cautiously grabs the door handle and slowly twists the doorknob. Noir realizes that the door is unlocked and is confused as to why the Nazis left the door open. He pushes the door open and both Noir and SP//dr begin to walk down the staircase. Noir and SP//dr quickly walk down the stairs, wary of any other Nazis. Soon, the duo reach the end of the staircase and are on the lowest level in the building. Noir looks around and sees an old, worn down door.

Noir puts his hand on the doorknob and twists it to the left. The door swings open and both Spiders walk inside the new room. The room has a rectangular shape with tables, shelves and other lab equipment. The brown, scratched up table in the center of the room has a chemistry set with beakers filled with a strange, red liquid.

The table also contains replica MDTs. At the end of the room there is a massive machine with multiple pipes leading from the machine to the grey walls. The grey walls have large wooden shelves that contain different types of books and yellow document folders. The walls in the laboratory room have massive holes that show the wooden skeleton of the building.

Noir looks around and sees two other doors on either side of the room. There is an iron door with a small window on the left of the room. The right side door is a grey, scratched out door with no doorknob. SP//dr walks towards the iron door and uses his mechanical arm to motion Noir to follow him. SP//dr raises his arm and switches his arm for a circular saw blade. SP//dr uses the saw blade to cut the hinges of the door. The saw blade sends red sparks flying in the air as it cuts through the door hinges. After the saw blade cuts through the hinges, Noir kicks the door down. Noir gasps as he sees what is inside the white room.

The room is completely white with white walls, white tiled floor and a white roof. The room has one chair with a small figure sitting on the chair. Noir realizes that the person in the chair is Peni. Noir runs over to Peni and tries to talk with her. 

"Peni, wake up. It's me, Noir." Peni looks up at Noir and SP//dr but something seems wrong. Peni looks at Noir with a stone face. Peni shows no joy, anger, happiness or any other emotion for being rescued. Peni tries to stand up from the chair but she stumbles. Noir quickly catches Peni to stop her from falling. Peni has two scratch marks on her cheeks and her black and white dress is in tatters. Peni stands up and looks around the room. Noir, Peni and SP//dr leave the white room and renter the laboratory

_'What happened with Peni. Why is she not talking?'_

"I see you found my little servant." Noir turns around to find the owner of the voice. The grey scratched out door swings open and two men enter the room. The first man is a small blonde man in a wheelchair. The blond man has red surgical gloves and is wearing a white lab coat, green shirt and old black pants. The second man is a tall man with black hair. The other man is wearing a white lab coat, a black shirt and blue pants. The black-haired man is missing his right arm. The black-haired man helps the blond man move in his wheelchair and they both stop at the table with the chemicals.

"What the hell did you do to Peni?!" Noir clenches his fists in anger as he looks at the two scientists. SP//dr grabs Noir's shoulder to stop him from attacking the two scientists. SP//dr gives the two scientists an angry digital look through the screen dome of the mech. Noir and SP//dr walk near the brown table but still far away from the two scientists. He looks over to Peni's sad state and feels a wave of fury wash over him.

_'What did these bastards do to Peni? They will pay!'_

"Allow me to introduce myself. I am Doctor Otto Octavius and this is my assistant Doctor Curt Connors." Otto points to himself and Curt while he is presenting both of them to Noir and SP//dr. Otto puts his hands on his wheelchair and rolls to the other side of the table. Curt takes one of the chemical beakers and examines the chemicals inside the beaker. He gently puts the beaker down on the table.

"We told that disgusting Jap to create some future technology for us. Unfortunately, she was stubborn and we had to force her to create the technology." Otto stops talking and smiles sadistically as he looks at Noir and Peni. Noir begins to have an internal battle with himself as to whether he should attack and kill the two Nazis or to let them go. Noir's fury builds up as he sees Otto's sadistic smile. Noir and SP//dr stand in front of Peni to protect her. Peni looks up at Noir with an empty expression, unaware of what is unfolding in front of her.

"We had to torture her day after day until we finally broke her. She soon became our servant, our slave. After we broke her, she created the future technology for us to use. One side-effect was that she no longer talks or shows emotions." Curt finishes his speech and walks to the other side of the table. Noir looks at Peni and is horrified by what the Nazis have told him. Noi grits his teeth in anger. Noir becomes silent as he starts to breathe heavily. Noir looks at the two Nazis with hatred in his eyes and he lashes out at the two sadistic scientists.

_'You bastards did the same thing to Peni as you did to my pally Robbie. Monsters like you don't deserve to live.'_

"YOU SICK BASTARDS!!" Noir quickly runs towards Otto and grabs the man's collar. Noir uses his other hand to reach for his revolver. He takes his revolver from its holster and pushes the barrel of the gun to Otto's chest. Otto drops his smile as fear begins to show on his face. Curt begins to step back from the table as he becomes afraid of Noir.

"DIE!" Noir puts his finger on the trigger and fires the first shot. Peni covers her ears as the gunshot is heard around the room. Noir releases Otto's collar and steps back. Noir fires three more shots into Otto's chest. The crippled Nazi slumps over his wheelchair, his body is still and immobile. Noir puts his revolver back in its holster. 

Curt tries to run away but the exit is blocked by SP//dr. SP//dr raises his arm and punches Curt in the chest. The force of the attack sends Curt flying in the air. Curt crashes into the brown, scratched out table, causing the table to fall to the ground and breaking the table in half. Curt weakly looks up at Noir and SP//dr as the strange, red liquid covers his body. Noir reaches for his other revolver and takes it out of its holster. 

He fires two shots from his revolver at Curt's chest, killing the Nazi. Noir turns around and puts his revolver back in its holster. He walks back to Peni and taps on the girl's shoulder. SP//dr beeps disapprovingly as he looks down on the two corpses in the room.Noir sighs as he looks at the corpses of the two scientists. Noir gently picks Peni up and puts the girl over his shoulders. Noir gives Peni a piggyback ride as the girl sits on his shoulders. Peni's small size makes her easy to carry.

_'I finally got rid of those monsters. I finally saved you Peni. I'm glad you are safe. I'll make sure that those Nazis got what they deserve for what they've done to Peni. I'm sorry Aunt May and Peter,for breaking my promise.'_

"Sit tight Peni." Peni yawns as she is piggyback riding. Peni soon falls asleep on Noir's shoulders. Both Noir and SP//dr open the door and exit the laboratory. They start to walk up the stairs and leave the scene. Noir holds onto the railing as he walks up the staircase.Soon all three Spiders exit the building and meet up with the others. Peter walks up to Noir and he is surprised to see Peni on Noir's shoulders.

"Y-you saved her." The other Spiders swarm Noir and cheer as they congratulate Noir on saving Peni. Noir looks around and sees that the island is mostly empty except the unconscious Nazis on the ground. Noir is confused as to where the prisoners are.

"Where are the people that the Nazis kidnapped?" SP//dr gives the Spiders a confused digital look from the screen dome on the mech. SP//dr beeps happily as he knows that Peni is safe. Peter clears his throat and answers Noir's question.

"Ohh that, we used the MDT to teleport the prisoners back to New York safely. They are all safe and sound. Well, most of them." Noir looks at Peter with a confused expression. 

"What do you mean?" Noir looks at the other Spiders for answers on Peter's strange sentence. 

"Sadly, not all the people that the Nazis kidnapped survived. Some of the people were being used as test subjects." Gwen answers Noir's question in a grim tone. Noir gasps as he is shocked by the terrible news. 

_'T-those bastards were still doing experiments. Why are they so hell-bent on ruining people's lives?'_

"Let's get out of here before the cops show up." The other Spiders turn their attention to Miles as he walks towards them. Miles taps the screen of his MDT and scrolls through the menu. 

He taps on the map function of the MDT and pulls up the map of his dimension's New York. Miles taps the screen and taps "Yes" on the screen. Soon a blue and purple portal appears near the Spiders. One after the other, all the Spiders enter the portal to return to Aunt May's house until only Noir and Peni remain on the island.

Noir looks back at Peni on his shoulders. Peni is still asleep on his back and she is even snoring. Noir smiles, a big genuine smile beneath his mask.

_'I promise I would protect you Peni. I have you here all safe and sound. I'm sorry for failing you.'_

Noir walks into the blue and purple portal with Peni in tow. He has no clue what is in store for him in the future but he knows that he will face it together with his friends.

**Notes for the Chapter:**

> Please comment down any ideas for future fanfictions  
> you would like to see. Please and thank you


	6. The Devilish Serum

**Summary for the Chapter:**

> Noir travels back to the Nazi's laboratory in order to look for answers on what the Nazis were planning. He finds clues about the Nazis plans and he returns back to Aunt May's house to look over the evidence.

**Notes for the Chapter:**

> Thank you everyone for the support on this fanfiction. It is great to know that many people still support the story. If you have any ideas for future fanfictions, please write them down in the comments. Any constructive criticism or praise is greatly appreciated.

**December 26, 1935**

**On the docks of Ellis Island**

Noir stands on the concrete pathway of Ellis Island. Noir turns his head around to look back at the wooden docks of Ellis Island. The docks are empty without any boat parked on the edges of the wood planks. The crickets chirp in the tall grass as Noir walks around the island. The pitch black night sky casts shadows on the tiny island. The lush, green grass in the yard connects to the concrete pathway that leads to different multistory buildings.

The buildings are square shaped buildings with grey trims and multiple windows.The buildings seem old and weathered, with holes and broken down walls. The roofs of the buildings are shaped like triangles with brown tiles on the exterior of the roof. The light posts leading up to the wooden docks illuminate the dark concrete path. Noir looks around at the now abandoned Nazi laboratory. Noir also spots signs around the walls of the Nazi laboratory that read "Crime scene: Do not enter".

"It seems the coppers closed the place down. Well, time to investigate." Noir walks up to the entrance of the laboratory and he turns his head both left and right to see if there is anyone around. 

_ 'I have to know what the Nazis did inside the lab. Maybe I can find a way to bring back Peni's smile.' _

He pulls on the handles of the door but the door doesn't budge. Noir realizes that the entrance is locked on the other side. Noir frowns under his mask as he begins to kick the door down. Noir places two swift kicks on the center handles of the two doors, causing the door to crack open. Noir continues to kick the handles of the two doors until the force becomes too much and the metal chain on the handles breaks off. The two doors swing open with full force and creak loudly as the doors are forced open. 

Noir walks inside the dark, dank,empty laboratory. He finds a fork on a road and he has to decide whether to go to the left hallway or the right hallway. Noir tries to retrace his steps from yesterday and goes to the left hallway. Noir starts to run down the familiar dark hallway as different memories from last night begin to flood his mind. He remembers the Nazis that he and the other Spiders defeated to reach the inside of the laboratory. Noir looks around the hallway, confused as to how the Nazis escaped before the police arrived.

_ 'How the hell did the Nazis crush out before the coppers got here?' _

The grey walls on each side of the hallway have wallpaper that is starting to peel off. The hallway floor has white tiles that are separated by black lines in between each square. There are multiple rusty pipes that lead from the bottom of the floor to the top of the roof. The pipes make sizzling and hissing noises and they leak water every few minutes. There are vents that release cool air into the hallway. The walls are dented and some parts of the walls have massive holes in them. These holes show the wooden skeleton of the building.

Noir walks down the hallway, cautiously expecting a Nazi to attack him. Noir moves away from the hissing, leaking pipes on the wall. The silence of the building gives an eerie feeling to the hallway. Noir starts to pick the pace and runs down the hallway. Noir remembers to slow down as he approaches the corner of the hallway as he doesn't want a repeat of last time. Noir turns to the left and starts to run down the hallway.

_ 'I hope I don't fall on my keister again.' _

Noir stops at the door found at the very end of the hallway. Noir cautiously grabs the door handle and slowly twists the doorknob. Noir realizes that the door is locked and he starts to slam his shoulder up against the door. After two failed attempts to force the door open, Noir runs back to the hallway and charges toward the door. Noir uses his momentum to smash into the door.

The door's hinges break loose and the door falls to the ground. Noir walks over the fallen door and begins to descend down the staircase. As he walks down the stairs, he holds onto the railing of the staircase. The wood planks of the stairs squeal as Noir walks down each staircase block. Soon, the private eye reaches the end of the staircase. Noir looks around and sees the familiar old, worn down door. Noir remembers the room where he and SP//dr rescued Peni from the Nazis.

Noir puts his hand on the doorknob and twists it to the left. The door swings open and the detective walks inside the laboratory room. The laboratory room is even more haphazard and in shambles than it was when he left. The brown, scratched out table is ripped in half in the middle of the room. The Eternal Serum vials are shattered and broken on the ground, spilling glass shards and the red mysterious liquid all over the white tiled floor. The replica MDTs are on the floor, broken into a pile of scrap metal and leather straps. The screen is cracked and shattered with multiple glass pieces scattered around the floor.

Noir looks to the left and sees that the shelves are toppled over and are lying on the ground. Some of the shelves are broken into wood planks and splints with the books and document folders lying all over the floor. The walls in the laboratory room have massive holes that show the wooden skeleton of the building. At the end of the room, the nuclear generator is destroyed and smashed beyond recognition. The multiple green tubes that connect from the floor to the machine are cut open, causing the tubes to sag and fall on the floor. There are massive dents on the generator and the generator is flattened like a pancake. At the end of the room, there is a massive hole where the window used to be. There are fallen wood planks near the hole on the wall.

"What the hell happened here? Something big must have crushed out of the lab using the window."

Noir looks down and sees a yellow document folder near his feet. Noir bends down to pick up the document folder but stops as he sees something written on the document. There is a piece of white paper jutting out of the folder that reads "Operation M-". The rest of the name is cut off as the folder covers the rest of paper. Noir picks up the yellow document folder and stands straight. He opens the document and becomes shocked at what he finds written on the front page.

____________________________________

Operation Meta-human

December 15, 1935

The creation of the Eternal Serum as we call it will be the start of a new generation of Aryan greatness. The experiment results have been mixed. Many test subjects have gained superhuman strength, speed, endurance, regeneration of body parts and more. The tests subjects have experienced moments of rage and aggression. The subjects have attacked Nazi scientists and bodyguards. We have had to recapture or bump some of them off to stop them. Soon we will complete the Serum and win the second World War. The world will fall before Germany's greatness.

-Otto Octavius.

____________________________________

Noir turns his other hand into a fist and tightens his knuckles until they become white. Noir frowns underneath his mask as he rereads the printed paper. The paper seems to be written from a typewriter without any grammatical errors. Noir takes three deep breaths to calm himself down. Noir inhales a gulp of air and exhales the air. 

_ 'Those bastards are ruining the lives of those prisoners. I'm glad I bumped them off.' _

Noir looks over to the right and sees the grey door that Curt and Otto entered the room from yesterday. The right side door is a grey, scratched out door with no doorknob. Noir turns the page over and sees more of Otto's notes in the folder.

____________________________________

New Recruits

December 17, 1935

The new recruits,Venom and Shocker-as they like to be called- have been helpful in rounding up new test subjects. The test subjects include Japs, Negros and Whites. These subjects will be given the Eternal Serum and some of the other scientists will take notes on the state of the subjects. The age of the test subjects are all different. The youngest is 11 and the oldest is 50. Because of the funding of the Friends of New Germany, we can continue working on improving the Serum. Germany is the greatest nation in history. Heil Hitler. Heil Hydra.

The Friends of New Germany: 86th street Manhattan, New York 

-Otto Octavius

____________________________________

_ 'These bastards are using kids as test subjects?! I should have a square talk with the big shot of the Friends of New Germany.' _

Noir walks towards the grey, scratched out door and pushes the door open.The door swings open as he enters the room to take a look at the new area. Noir becomes surprised by what he finds in the new room. The new room is a small, black room the size of a bathroom. Noir places his left hand on the wall and moves it around blindly to find the light switch. Noir flicks the light switch up and the light bulb on the ceiling turns on.

"What room is this? Why have I not found this room sooner?"

The light bulb illuminates the dark room and Noir looks around the room. The right side of the room has two massive oak bookshelves that contain multiple hardcover books. The left side of the room has a small, round wooden table with a projector on it. The projector's lenses point to the wall in front of it. The wall has a massive white sheet of paper that is attached to a string coming from the roof.

Noir walks over to the round table and leans near the projector. The projector is a big square machine with two large wheels in the back of the machine. The Noir notices a square-shaped button with the words "Play" etched on the top of the button. The projector blares to life and the two wheels start spinning. In between two spinning wheels, the laminated black tape is being fed inside the projector. The projector shines a ray of light that hits the massive white sheet of paper. The first scene being shown in the massive paper sheet is a black screen with the words "My Confession" in bold, white text. Noir stands back to see the black and white film better.

_ 'I wonder what this talkie is about?' _

Soon, the screen fades to white and a new scene appears. The new scene shows the black room with a black-haired man in the middle of the film. The black-haired man is missing his right arm and the man points to the screen. The man is wearing a grey turtleneck under a white lab coat. He is wearing blue pants and brown shoes.

"December 23, 1935. To anyone who finds this talkie, My name is Curtis Connors and I have a few confessions to make." Noir gasps in surprise at the date of the film. Noir puts a finger on his chin as he thinks.

"Wait?! December 23? This was before I rescued Peni with the help of the others." Noir stops talking and begins to pay attention to the film. Noir crosses his arms together and leans on the black wall of the room.

"My first confession is that I never agreed with the racist ideas of my fellow Nazis. I only joined the Nazi party to help restore Germany. I was never racist to the test subjects like Doctor Octavius was. That brings me over to my next confession." In the video, Curt clears his throat and rubs his hands together.

_ 'Wait a minute! He was never racist?! Why didn't he stop Otto from hurting the innocent citizens?' _

"My next confession is that I did not harm the test subjects of the laboratory. I only worked on improving the serum. I only collected data on the progress of the serum. The ones who hurt and tortured the test subjects were Octavius, Shocker and Venom. Especially the young Japanese girl that is important to Otto's plan." 

Noir gasps in surprise at the revelation. Noir quickly stops leaning on the wall. He reaches over his head to readjust his fedora back.

"S-so he never hurt Peni? He just focused on the serum and he minded his own beeswax?"

"My last confession is the reason why I helped to make the Eternal serum. I wanted humans to become stronger, faster, smarter and better. These new humans will lead the world to a bright future. That is why I did not care if Germany wins or loses the Second World War. The other reason was that my wife and son are being held in a American detention camp for fake reasons. I hope this serum will give me the power to save my family from that camp." Curt Connors finishes his speech and he walks out of the video.

Suddenly, the video fades to black as the project shuts down. Noir is left standing in silence as he tries to process the information. Noir grabs his head as he walks out of the small room. Noir enters the laboratory and stumbles as he walks. Noir puts the yellow document folder in between his arm and chest.

"I-I really am like Goblin and Vulture- A monster who tears apart families."Noir is hit by the realization that he just killed a man who wanted to save his family. Noir remembers the look of fear on Connor's face before he killed him. Somewhere in America, Noir had left a young boy without a father.

Noir looks around the laboratory one last time but something odd catches his eye. Noir walks towards the broken table. He carefully jumps around the red puddles and bends down to take a closer look at the floor. Stuck on the floor, Noir pulls out a small scale. Noir examines the odd green scale and turns the scale around. Noir stops crouching and stands up straight.

"It looks like a reptile scale. How did that get here? Well, time to go to Aunt May's house." Noir puts the small green scale in his trench coat pocket and raises his right arm up. 

He taps the screen of the MDT and turns the device on. Noir scrolls on the screen of the MDT and taps on the button that reads "Dimensions". Noir enters the coordinates of Aunt May's house and taps the "Teleport" button. Suddenly, a blue and purple portal appears in the laboratory room. Noir enters the familiar portal.

____________________

**December 26, 2020**

**In Aunt May's house**

The blue and purple portal appears as Noir arrives in Aunt May's house. He walks out of the portal and enters the white and yellow colored living room. Noir looks in front of him and sees Aunt May walking towards him. Aunt May stops near the couch with a sad expression on her face. 

"How was your investigation, Peter?" Noir takes off his mask and sighs in defeat. Noir readjusted his fedora back on his head. He scowls as the image of Curt Connors' confession plays in his mind. The scar on his lips wrinkles into a jagged pattern.

"It was okay. I was able to get some new information about the Nazis. Anyway, where is Peni?" Aunt May looks away as she tries to think of something to say to the detective. Aunt May knows that she can't hide the truth from Noir and she decides to tell him.

"Peni is.. Peni is upstairs in Peter's room. She spends most of her time staring at the wall or mumbling to herself. The poor girl doesn't show emotions and she thinks we are the Nazis that hurt her. She screams and tells me to go away. She only stops when I tell her my name." Aunt May looks down on the ground as she finishes her sentence.

Noir gasps in surprise as he takes in the information that Aunt May tells him. Peni has been so deeply traumatized that she can't distinguish between friend and foe. Noir clutches his chest as his heart wrenched in pain and guilt. Noir remembers something that Aunt May said. Noir remembers that he can find Peni in Peter's old room. The Peter that died in this universe.

_ 'It is my fault that Peni was tortured by the Nazis. I balled up when I tried to protect her and now Peni is suffering.' _

"I'm sorry that your Peter got bumped off, Aunt May. You have lost both Peter and Uncle Benjamin." Aunt May looks up at Noir. Aunt May's face curves up into a sad smile as she thanks Noir for his concern.

"Thank you Peter for your concern. I have lost both my nephew Peter as well as my husband. Sometimes, I wonder if I will ever join them when I die. Losing family can hurt anyone and make the question of whether they should live. Thanks to you and everyone else, I have found a new family." Noir is constantly shocked by the amount of wise wisdom that Aunt May has. He understands Aunt May's words and he knows has to protect Peni and the others from harm.

"Thank you Aunt May for the keen talk. I also see the others as a type of second family. I just don't think they are okay with someone with blood on his hands. Anyway, I am going to talk to Peni now."

Noir tips his fedora to Aunt May in respect as he walks near the couch. Noir walks to the base of the staircase and takes the first step. He hangs onto the railing of the staircase as he ascends the stairs. Noir finally reaches the top of the staircase and turns to the right. Noir ignores the first two doors and reaches the third door. Noir taps his knuckles against the hard-wood surface of the door. After a few minutes with no response, Noir grabs the doorknob and gently twists the doorknob to the left. Noir walks inside the room and looks around the area. 

The room has white walls that have post-it notes scattered around the entire room. To the left of the room, there is a bulletin board with multiple pictures of Peter and his loved ones on it. The pictures all seem to be held up by a piece of tape. To the right of the room, there is a twin-sized bed with a clean blue sheet on it. Near the bed, there is a nightstand with a small metal lamp post on it. Peni is sitting on the mattress at the center of the bed, near the headboard slat of the bed. Peni is wearing a grey dress(It is hard to see colors). Peni is curled up into a ball while she hugs her knees to her face. 

"Y-yo-you're here to hurt me. G-go a-away." Peni yells at Noir in fear as she looks up at him. Noir is racked with guilt at seeing Peni in such a terrible state. He tries to think as to what to say to the frightened girl.

_ 'Peni, I'm so sorry.' _

"Peni, It's me Noir. There are no Nazis here. You're safe here." Peni looks up at Noir as the fear becomes replaced with confusion. Peni moves over to the edge of the bed and hops onto the floor. She stands up on her feet.

"No..ir? H-how?" Peni's face morphs into a blank stare as she looks up at Noir. Peni's eyes suddenly start to water as she begins to cry. Noir is surprised by Peni's sudden tears. Peni's eyes become red and puffy as she continues to cry. Her face remains emotionless and blank while her eyes continue to shed tears.

Before Noir can react, Peni runs towards Noir and embraces him in a hug. Noir freezes in shock as he is surprised by the sudden turn of events. Noir decides to return the favor and hugs Peni. Peni wails and cries into Noir's vest as she puts her head on his chest. Noir gently puts his left hand on Peni's head as he ruffles her short black hair.

"P-ple-ase don't leave. I-I m-miss you." Noir looks down as he sees Peni's face. The tears leave water marks on her face and chin. Noir uses his left thumb to wipe away any tears on Peni's face. Noir feels an odd but warm feeling in his chest. Noir's face curves into a small and genuine smile as he hugs Peni.

"I wouldn't leave Peni. I promise to protect you forever. I will be there for you when you need me." Noir continues to hug Peni as he mutters a silent promise. Peni stops crying and hugs Noir tighter. Both Spiders decide to spend time together in the small room as a family.


	7. Rooftop Fightclub

**Summary for the Chapter:**

> Noir goes back to his universe in order to investigate some Nazis about the Friends of new Germany. After his investigation, Noir is suddenly ambushed by certain enemies. Will he fight and live or fall and die?

**Notes for the Chapter:**

> Hey Everyone, sorry about the long hiatus. I got a terrible case of writer's block when writing this chapter and then I was drowning in homework from all the different classes that I barely had time to work on the chapter. Anyway enough about me, here is the 7th chapter and I hope you enjoy it.

**December 28,1935**

**On the rooftop of the Reed Richards Science Center**

Noir places his fedora back on his head as he looks up at the pitch-black sky. Noir spots only two stars in the middle of the dark, almost empty night sky. The gentle breeze hits Noir's body and makes his trenchcoat flutter in the air. Noir begins walking around the concrete surface of the rooftop. Noir has just finished up his investigations and he has found out more information about the Friends of New Germany. Noir stands still near the ventilator as he looks over the new information he found. The Nazis that he threatened spilled the beans on the Nazis' new plan. 

Apparently, the Nazis are doing anything in their power to gain any kind of advantage for the upcoming second World War. There have also been rumors of the Nazis using the black market to supply themselves with a rare metal from Africa. There have also been rumors that they have found a way to use magic to empower themselves. These rumors have not been confirmed but they could soon become real. The news of these shady actions as well as the creation of the Eternal Serum spell trouble for the European nations.

_'These Nazis are trying to prepare themselves for the second World War. This ain't good. This means that these bastards will ruin more lives with the war.'_

Noir ponders on what his new course of action should be. He has the address to the Friends of New Germany HQ but after the attack on Ellis Island, Noir decides to go alone in order to not endanger the others. Either the police investigation on Ellis Island or Venom and Shocker probably alerted the leader about the attack on the laboratory.

"I should work alone like I used to, that way the others won't get hurt or bumped off. If I can protect them forever, it doesn't matter if I lose my life to keep them safe." Noir knows that being Spider-man is a dangerous job, even for someone with powers. Taking down criminals would be simple and even easy but when those criminals have their own powers, it becomes a different story. Noir knows about the death, drugs, debauchery, violence and more sickening acts caused by criminals. Noir doesn't want the other Spiders to suffer for his mistakes or actions. Failing to save Peni affected Noir more than the others thought possible. 

On the bright side, Peni is beginning to recover from the torture she suffered at the hands of the Nazis. Peni is starting to show emotions like joy, shock, and more. She is even starting to smile and she is returning to her usual carefree, cheerful self. Noir remembers his time spent with Peni and the wonderful moments that both Spiders shared. Noir has a wide smile on his face underneath his black mask.

_'I'm just glad that Peni is safe. I had to rescue her with help from the others. I was able to fight those Nazis bastards like Venom, Doctor Octavius and Shocker. Maybe I can spend some time with Peni after I finish up this investigation.'_

Noir's thoughts are suddenly interrupted as his spider-sense invades his mind. Noir raises one of his hands to his head as his head aches from his spider-sense, like a painful migraine. A large shadow suddenly looms over Noir as his spider-sense continues to warn him of the incoming danger. Noir quickly turns around and raises his arm to shield his face from the oncoming blow. The large figure pulls his fist back and raises both his arms as he goes for an overhead strike. The large figure's arms crackle with red electricity as he prepares to strike again.

_'What the hell was that?! Who is that?!'_

Noir jumps backwards into the air to avoid the potential hit. His spider-sense is starting to go haywire in his brain. It's like someone or _something_ is ramming a battering ram into his skull at full force. Noir's spider-sense suddenly flares up in intensity as it warns him of danger. While in midair, Noir turns around as he sees a strange green fist quickly approaching him. Before he can react, the green fist punches Noir in the face as he is swatted out of the air.

"AHHHH! Uhhaauugghh!" The punch from the mysterious figure sends Noir flying through the air. Noir crashes into the concrete surface of the building with a large thud. The force of the impact causes the floor of the rooftop to dent and a crater appears where Noir crashed. Noir lies on the ground on his back, groaning in pain.

"Uhh,Horsefeathers.Ah, it really hurts. What was that?" Noir uses his two arms to slightly raise himself up from the ground. Noir groans in pain as he tries to stand up on his two feet but his posture is shaky at best. Noir stumbles and falls on his knees as he tries to take a step forward. 

Noir uses both his arms to pick himself off the ground and then he tries to stand steady on his feet. Noir brings his hand to his cheek as he massages his face and jaw. Noir's eyesight becomes blurry as he tries to look at the figures in front of him. Noir's eyesight returns to normal as he sees three enormous, menacing figures walking towards him. 

"What's wrong Spider-man? Where's your pallys now, huh?" Noir gasps as he remembers the familiar raspy, deep and menacing voice. Noir's spider-sense suddenly flares up like a high fever and it begins to pound in his head. 

_'Venom!? How!?'_

"Mind your own beeswax, Venom. I'm the only one here. You Nazis won't be able to hurt them anymore."The beeping of his spider-sense becomes louder as it warns him of the potential danger he might soon face. It's as if _someone_ is operating a jackhammer into Noir's skull. 

The three figures soon stand a few feet away from Noir. Noir grits his teeth as he knows that a brawl will soon break out. Noir takes a look at the three figures standing before him. The first one is at the right most side. This one is wearing a large grey trench coat with metal plates attached to his body. He has two electric coils protruding from his back with red electricity coursing through his body. He is wearing a colored mask with two white eye holes. He also has two metal gauntlets with red electricity running through his fingers. Noir knows that this figure is the Shocker. Noir moves his hands to his waist where his gun holsters are. His hands twitch as he prepares to take out his revolvers at any second.

_'I guess Shocker wants revenge for the attack on the lab. The Nazis deserve what they got for hurting someone innocent like Peni.'_

Noir looks at the second figure on the left-most side. This figure has brown boots and filthy pants looked normal enough, but the upper body is more twisted and nightmarish. The figure has a skin tight black material wrapped around his upper body. Across his chest and back is a jagged white symbol that resembles some kind of twisted spider while the tips of his fingers are pitch black and covered with sharp claws. The man's "face" is a black skin tight mask with sharp, white eye holes. The figure's mouth has sharp, triangular teeth similar to a shark's. Noir looks at Venom and he tightens his hands into fists in anger. Venom looks at him with a smug face and he opens his mouth to show his long, almost snake like tongue.

Noir looks at the last figure and he becomes horrified at the terrifying look of this new enemy. The third figure is enormous, as he is much taller than Venom or Shocker. He is covered from head to tail in green lizard-like scales. Speaking of tails, this new figure has a long, green lizard tail that swings back and forth. He has five scaly toes with sharp, claw-like toenails. The lizard-like creature also has five scaly fingers with razor sharp, claw-like nails. He is wearing a ripped white lab coat with the sleeves ripped off. He is also wearing a pair of blue pants that are ripped from below the knees. Noir is frozen in fear as he looks at the new menacing figure. Noir tries to shake off his fear by taking three deep breaths.

_'W-what the hell are you?'_

"So..What are you three, a bunch of circus freaks?" Despite Noir's little remark, his spider-sense begins to go into overtime as it blares loudly in his mind. Noir winces in pain as he tries to ignore the loud beeping of his spider-sense. Noir brings his right hand to his forehead to massage his head. His spider-sense continues to warn him of danger, indirectly causing Noir to develop a headache.

"Says the broken man running around bumping people off with a gat." Venom sneers at Noir as he taunts him. Noir frowns under his mask as he tries to keep his cool. Noir removes his right hand from his forehead and he moves it back to his waist where his gun holsters are.

"Maybe I am a broken man, but I have something to fight for. Something that makes me human." Noir has always fought for the sake of others. He used to be a weak and smart kid but he always stood up to any injustice around him. Noir has fought for innocent people, his family, the Spiders and even Peni. Noir believes that he must fight to his last breath to protect what he holds dear.

"Anyway, all of us here have a bit of a bone to pick with you Spider-man. Especially the Lizard over here. So,quit your jaw slacking and get ready for a brawl!" Shocker shouts loudly at Noir. Shocker also points to the Lizard. The Lizard growls at Noir and he stomps the ground beneath him, creating a crater on the floor. Noir steps back as he tries to keep a safe distance from the three super-powered villains. Noir's spider-sense kicks in as it warns him of danger. 

"I am here to crusssh you with my own handsss Ssspider-man after what you did to me. You kicked me onto a table full of dangerousss chemicalsss and then you threw lead at me. YOU LEFT ME THERE TO ROT!"

_'Kicked you onto a table with chemicals.. Wait?! Are you Curt Connors? The guy that made that talkie in the Nazi lab.'_

"Hold on, are you Curt Connors?" Noir remembers the talkie at the Nazi Lab where Curt Connors gave his confessions as to why he worked for the Nazi party. He ultimately wanted to rescue his wife and son from an American detention camp. Now, that same man is standing right in front of him, ready to kill him.

"I am Curt Connorsss and thanksss to _you_ , I wasss turned into thisss monssstrosssity! " The Lizard looks down at himself in disgust as he points himself. The Lizard looks up at Noir with hatred in his eyes. He begins to huff louder and louder as his breathing becomes heavier and quicker. His chest enlarges with each breath he takes. He also tightens his fists in fury.

"How about we bump him off and leave his body here?" Venom points to Noir and both Shocker and the Lizard nod as they stare at him. Noir's head starts to burn as his spider-sense increases in intensity. Noir puts both his arms close to his chest and face as he takes on a boxer stance. 

"HIIIII YAHHH!" Noir's spider-sense suddenly goes silent as Venom lunges towards him. Noir quickly ducks underneath Venom's punch. Before Venom can react, Noir uppercuts Venom square in the face. Surprisingly, Venom barely flinches from the punch and he strikes back by punching Noir in the chest. Venom's punch sends Noir flying through the air at high speeds.

"AAAHHhaugh!" Noir crashes into the ground as he lands on the hard concrete surface of the rooftop. His momentum causes Noir to tumble and roll while on the ground. After rolling around three times, Noir lies still on his back while on the ground. Noir uses both his arms to push his upper body off the ground. Noir groans in pain as he clutches his chest. 

_'Damn, That Venom fella hurts like hell. Ugh, my chest still hurts.'_

Noir stands up on his feet but he stumbles as he tries to walk forward. Noir collapses to his knees but he soon takes a deep breath to calm his nerves. Noir tries again to stand up on his feet but he sees something from the corner of his eye. Noir's head starts to ache as spider-sense suddenly flares up like a wildfire. The Lizard attacks Noir by using his razor sharp claws to pounce on the private eye. 

Noir quickly backflips by jumping backwards and then using his arms to propel himself back onto his feet in order to gain some distance between him and the Lizard. The Lizard slashes at the empty space where Noir was a few seconds ago. Noir quickly moves both his hands to his waist to remove his revolvers from their holsters. He aims both his guns at the Lizard's chest and he uses his thumb to pull back the hammer of the two revolvers. 

The ringing sound of gunshots can be heard throughout the rooftop as two bullets are fired from the barrels of the revolvers. The bullets lodge themselves into the Lizard's chest. The Lizard roars in pain as crimson tears start dripping from his chest to the ground. The concrete surface turns red as the Lizard's blood stains the ground. Surprisingly, the two bullets fall to the ground as the Lizard's wounds begin to close up. The two bullet holes start to fill up and soon the wound disappears completely. Noir gasps as the Lizard turns around to face him with fury in his eyes.

_'He can heal!? Those notes about the red serum were true.'_

Noir raises his head up as his spider-sense activates, causing Noir to develop a painful migraine. Noir turns around as he hears the crackle of electricity. Shocker activates his shock gauntlets which causes red electricity to course through his body. Shocker raises both his hands over his head as he goes for an overhead strike. Shocker then slams both his fists on the ground, causing the ground to dent as a massive crater appears on the ground. This causes multiple concrete pieces to fly into the air as Shocker creates an electric shockwave. The shockwave crackles and sizzles as the radius expands every few seconds.

Noir jumps into the air in order to avoid the powerful shockwave. Noir returns his revolvers back to their holsters while he is still in midair. Noir's spider-sense suddenly goes silent as he sees a pitch black shadow from the corner of his eye. Venom leaps into the air after him. Venom outstretches both his arms causing both his hands to morph into two pitch-black swords blades. Venom slashes both his arm blades at Noir, one aimed at his chest and the other aimed at his face. Noir quickly raises his arms up in order to shield his face from Venom's attack.

_'Ugghhh, My chest hurts badly. He can change his paws into different shapes?! How is that possible?!'_

Noir stumbles as he lands with his feet touching the ground. Noir tries to stand up but he clutches his chest as he groans in pain. Noir removes his hands from his chest and he looks down at his gloved hands. His leather gloves are tainted red as the blood on the gloves falls to the ground. Noir looks down at his chest and he becomes horrified at what he sees. His vest has one large,nasty gash that goes from the left side of his chest to the right. The gash is red, almost crimson and the blood from the gash is constantly falling to the ground.

Noir lowers his hand until his hands are near the gash on his chest. He curves his two middle fingers to shoot a patch of black webbing at his chest wound. Noir tries to weave the patch of webbing into a serviceable bandage to stop the bleeding. Noir grits his teeth as he tries to work through the pain. The black webbing starts turning purplish as it absorbs the blood around it. Noir looks up and he sees Venom, Shocker and the Lizard approaching him. Noir realizes that something is wrong with his spider-sense.

_'What's going on with my "spider-sense"? How come it works when Shocker or the Lizard attack me but not for Venom? I'm behind the eight ball badly. If this keeps up, I might get bumped off.'_

"What's wrong Spider-man? Didn't you like the taste of my shiv paws?" Venom lands on the ground with a massive thump. Venom morphs his sword arms back into human hands. Venom shrugs his shoulders as he walks closer to Noir. Soon, Noir is swarmed by Venom, Shocker and the Lizard. Noir slowly backs away from the three super-villains.

"Quit bumping gums Venom. There is one thing I want to know about you. Why is my spider-sense quiet when I'm in a brawl against you?" Venom ignores Noir's question. Venom suddenly lets out a loud booming laugh. Both Shocker and the Lizard look at Venom with confused looks. Noir's head starts to ache in excruciating pain as his spider-sense kicks in. Noir brings his left hand to his forehead to massage his painful headache. Venom suddenly stops laughing and cracks his knuckles, preparing himself for one final battle.

"Anyway, I'm surprised that you are still standing after my electric wave. I used my shock gauntlets at full power and you just jumped over it." Shocker finishes his rant and he puts his hands together. He powers up his shock gauntlets which causes red electricity to run from his hands to his back. Noir stumbles as his spider-sense causes his migraine to worsen. Despite the web bandage, Noir lowers his hand to his chest as the bleeding worsens with each second.

_'I need to stall for time. My wounds still hurt and I might be losing blood. Maybe I can use the watch to run away?'_

"Hold on, Shocker,Venom tell me. What are the stories on your powers? Also, Shocker, didn't I bust open your jaw from our last brawl?" Noir groans in pain as his spider-sense continues to beep loudly in his skull. Noir knows that he doesn't have much time before he could possibly die from blood loss or fall from exhaustion.

"You did but thanks to the Eternal serum, my jaw healed in no time. I even got stronger thanks to the serum. As for my story, I was a swell man rolling in dough as my business boomed. That was until the Great Depression and the presidency of Herbert Hoover. Because of that bastard Herbert Hoover, I lost everything: my dough, my company, my home. Everything! I was a broke man until Josef Ansell, the big shot of the Friends of New Germany, gave me a proposal. I would make weapons for his Nazis and he would help me take back my company. I created my new 'Shock Gauntlets' as I began to steal stuff for the Nazis. I soon became known as the master thief 'Shocker'." 

Shocker shrugs his shoulders as he activates his shock gauntlets. Shocker lets out a mighty roar as he becomes covered from head to toe in red electricity. Noir gasps in surprise as he realizes that Josef Ansell is the leader of the Friends of New Germany. Noir realizes that if the Great Depression never happened, then Shocker would have never become a villain. 

_'Wait!? Josef Ansell?! So Josef Ansell is the big shot of the Friends of New Germany. So He's the bastard that gave dough to Otto Octavius to help him with his experiments?!'_

"As for me, I was a trigger man working for The Goblin until the day you bumped him off. After he got bumped off, I started to hear rumors about your achievements as Spider-man. Thanks to the Ox, I learned of the Spider-idol that broke near the docks. I took a few spiders that were lying around and I was able to harvest their poison for myself and soon I drank their venom. I took the name 'Venom'after the poison that gave me my new powers." Noir gasps in shock as he realizes that Venom intentionally drank the spider poison to give himself the Curse of Power. 

"Y-y-you psychopath!! You drank a dangerous venom to get the Curse of Power! ARE YOU INSANE?!" Normally, the Spider-God would choose who to bite but apparently Venom was able to bypass the requirements needed to gain the power of the spider. Noir's spider-sense starts to go haywire as it turns off and on again randomly. Sometimes it suddenly starts beeping like a fire alarm in Noir's head. Other times it is completely quiet.

_'So he drank the venom of the spiders from the Spider-idol!? How did he do it without getting bumped off by the Spider-God. If we share the same powers, that explains why my "spider-sense" doesn't work against him.'_

"Enough bumping gumsss. Time to die, Ssspider-man!"The Lizard gets impatient and he uses his scaly pointer finger to point at Noir. Noir winces in pain as his spider-sense comes back to life with a vengeance. Noir feels like a rock is being pounded against his skull at full force. Both Venom and Shocker nod as they get ready to beat up and kill Noir. 

Suddenly all three villains charge towards Noir as he tries to get his thoughts together. The ringing of his spider-sense continues to be sporadic as it rings loudly before fading to nothing multiple times. 

Venom is the first to reach Noir with the Lizard and Shocker closely behind him. Noir considers using his revolvers to shoot Venom's legs but if Venom has the same healing factor as him, he could heal from the injuries in no time. Noir tightens his hands into fists as he quickly tries to take a boxer-like stance. Venom throws a punch straight at his face but Noir quickly dodges the attack by moving his head to the right. As Noir dodges to the right, his fedora falls off his head. Noir quickly catches his fedora and before Venom can react, Noir shoves his hat into Venom's face, blinding the Dark Spider for a short moment. Noir then takes advantage of this opportunity as he suckerpunches Venom square in the face. Venom staggers backwards before falling to the ground on his ass. 

Noir snatches his fedora off of Venom's face as the villain falls to the ground. Before he can put his fedora back on his head, Noir is ambushed by both Shocker and the Lizard simultaneously. Noir's head bursts into pain as his spider-sense alerts him of incoming danger. The Lizard uses his sharp claws to attack Noir as he tries to cut Noir into pieces. Noir jumps backwards as he tries to distance himself from the two super-villains. Noir grunts as his spider-sense feels like a jackhammer is pounding against his head. Shocker runs the palms of his shock gauntlets together to generate red electricity. He tries to punch Noir in the face but he misses as Noir jumps out of his reach. The Lizard's claws scratch Noir's left leg, causing the private eye to scream in pain as the claws dig deeper into his skin. 

Noir lands on the ground on his knees with a thump as he looks at his new injury. His left pants leg is quickly turning red as three massive, crimson scratch marks appear on his leg. The jagged, zigzag like pattern of the three scratch marks rips through the soft fabric of his black pants. The crimson scratch marks cause small red tear drops to fall from the injury, staining the ground and painting the floor red. Venom groans in pain as he shakes his head left to right multiple times. Venom uses both his hands to raise himself off the ground. As soon as he stands on his own two feet, Venom outstretches both his arms, shooting multiple black web bullets from his wrists. These black web bullets splatter as they hit the ground below Noir, causing the gumshoe to be grounded to the floor of the rooftop. 

"What the-!?" Since Noir's spider-sense was completely silent, Venom's attack catches him off guard. Noir struggles and squirms as he tries to get free from the black webbing but he is immobile from below the knees. Shocker takes full advantage of Noir's vulnerability by overloading his shock gauntlets. Shocker balls his hands into fists as a course of electricity runs throughout his body. Shocker winds up his punch before letting loose, hitting Noir in the ribs. This devastating attack causes Noir's ribs to fracture and crack as the attack lands.This also sends Noir flying through the air.

"AHHHhugh!!" Noir screams as he is launched into the air. Noir crashes into the ground with a massive thud accompanying his crash. Noir groans as he is lying on his back while on the floor. Noir's spider-sense starts to beep like an obnoxious siren as he looks up from where he is lying and he sees Venom, Shocker and the Lizard towering over him like skyscrapers. Noir tries to use both his arms to raise his upper body off the ground but he is slammed back into the ground by the Lizard's giant, green scaly foot. 

The pressure from the Lizard's massive foot causes even more damage to Noir's fractured ribs. The Lizard removes his foot from Noir's chest and he forcefully grabs Noir's collar. Noir starts to squirm and struggle as he tries to escape the Lizard's grip but unfortunately, Noir groans and moans in pain as the Lizard tightens his grip on his collar. Venom walks up to the Lizard and he soon outstretches his right arm,morphing his hand into a pitch-black sword blade. Venom moves his blade close to Noir's neck, inches away from his throat.

_'I really.. am about to die. I'm sorry Peni for not keeping you safe. I'm sorry Aunt May and Peter for breaking my promise of not bumping people off.'_

"See you in hell Spider-Man'' Before Venom can slice Noir's throat, all three villains move their heads back and forth as they hear a strange,irritating new noise. A mysterious blaring siren continues to loudly beep. Venom moves his hand away from Noir's throat as he looks around for the source of the loud beeping. He outstretches his arm, morphing his blade arm back into a human hand. Taken aback by the sudden noise, Shocker accidentally deactivates his shock gauntlets.

"What is that infernal noissse!?" Noir gasps in surprise as he looks at his MDT from the corner of his eyes. The MDT has suddenly activated on it's own accord and it has started to beep loudly. The screen of the watch has become a light shade of red as it continues to get louder and louder, drawing the attention of his enemies. The Lizard starts sniffing the air, looking for the source of the loud beeping noise.

Suddenly, a blue and purple portal opens up on the rooftop and three black silhouette figures jump out of the portal and into the surface of the rooftop. The MDT on Noir's wrist stops beeping red and soon turns off. Noir looks over to the three new figures and he recognizes them as Peter, Gwen and Miles. The portal closes as soon as the Spiders exit the portal. The Lizard disregards Noir and he violently tosses Noir aside ,causing Noir to be sent flying through the air. Noir then lands on the concrete ground with a loud thump.

"Noir! Are you alright? Let me help you." Gwen runs over to Noir to help him stand up. She grabs Noir's hand to help the private eye get back on his feet. Thanks to Gwen's help, Noir is able to stand up on his own two feet.

_'H-how did these fellas get here?'_

"Thanks for that, Gwen." Noir reaches for his fedora but he realizes that it is on the floor. Noir starts to huff and breathe heavily as the exhaustion starts to catch up with him. Noir outstretches his left arm, which causes a string of black webbing to shoot from his wrist. The web string attaches itself to the top of Noir's fedora. Noir tugs on the web string which causes the fedora to fly towards him. Noir quickly grabs the hat from the air and he places his hat back where it belongs. 

"What the hell happened here?!" Peter looks over at Noir's beaten state. Miles feels a powerful anger building up inside of him. He has considered Noir as a friend and ally. Seeing his friend get beaten up by three villains helped build up anger in the Spiders. Peter hates seeing people he cares about in danger. Both Peter and Miles stagger as their heads start to ache thanks to their spider-sense.

"We had a bit of a brawl going on. The rules were that the winner gets to walk free while the loser gets bumped off." Venom smiles sadistically as he looks at their angry expressions. Shocker cracks his neck as he prepares himself for another fight.Enraged, Peter quickly charges Venom head on. Venom quickly ducks to avoid Peter's punch. Venom tries to counter attack by punching Peter in the chest. Despite his spider-sense being silent, Peter raises his hands to his chest to block Venom's attack. 

"Is that all you got Venom? Heck, my five year old underwear is more dangerous than you are." Venom snarls as he tries to defeat Peter but he constantly fails. Venom outstretches his left arm to morph it into an axe. Venom swings his axe hand down at Peter but he jumps back to avoid the blow.

"Squirmy little pest!!" Venom growls as he is unable to land a blow on Peter. Peter avoids another punch from Venom before uppercutting Venom in the face, causing him to fall to the ground. 

"Missed me!" Miles jumps back to avoid the Lizard's swinging tail. Miles lands safely on the ground and he then outstretches his arms to fire multiple web bullets. He aims his shots at the Lizard's face and the web bullets fly in the air as they reach their target. The web bullets spatter as they hit the Lizard's face and eyes, causing the mutated scientist to go blind. 

"AAHHH MY EYESSSSS!!" The Lizard claws at his face in an attempt to remove the webbing from his face and eyes. Miles outstretches both his arms to fire multiple web lines. Miles uses the web string to tie the Lizard's legs up, causing the massive reptile to fall to the ground. Miles jumps up in the air to celebrate. Gwen leaves Noir alone to help Peter and Miles beat up the bad guys. 

Shocker quickly activates his shock gauntlets which allows red electricity to flow through his body. Shock joins his hands together as he moves his hands over his head. He then slams his hands into the ground, creating a shockwave that moves around him. Gwen jumps into the air to avoid the massive shockwave and she outstretches her arms. She shoots multiple web bullets from the web shooters on her wrists. These web bullets splatter as they hit Shocker's gauntlets, causing Shocker's hands to get stuck together. Gwen lands on the ground and she begins to run up to Shocker. She jumps into the air, kicking Shocker in the face. Shocker stumbles backwards as he staggers from the powerful kick.

"Let's bust out of here. It's no use fighting them." Shocker runs to the edge of the rooftop and he jumps down to the streets below. The Lizard removes the webbing from his eyes, causing his eyesight to return to normal. He uses his massive claws to cut the webbing from his legs. He runs to the edge of the building and jumps down to the streets to join Shocker. Venom looks at the Spiders with a look of hatred before turning tail and joining his allies. The other Spiders join Noir as he tries to catch his breath. Peter tries to question Noir on his actions.

"Hey Noir why di-hey- NOIR!!" Suddenly, Noir collapses as the exhaustion catches up with him. Noir blacks out and he starts to fall but Peter catches him before he can touch the ground. All three Spiders look at Noir with worried expressions.

"We need to take him back to Aunt May's ASAP!" Gwen raises her arm with the MDT on her wrist and she taps on the screen of the watch. The watch is activated and the touchscreen turns into a light blue. Gwen scrolls through the controls of the watch. She taps on the coordinates of Aunt May's house and she presses on a button that reads 'Teleport'. Both Peter and Miles carry Noir by having his arms wrapping around their necks. A blue and purple portal opens up in front of the four spiders and they all walk into the portal.

____________________________

**December 28, 2020**

**In the living room inside Aunt May's house**

Peni is sitting on the couch with Aunt May on her left side and Ham on her right. Ever since Noir left the house to go investigate a case, Peni had been patiently waiting for his return. Peni looks over at SP//dr on her right shoulder with a worried look.

_'I wonder when Noir will return?'_

**_'Be patient, Peni.'_ **

Suddenly, a blue and purple portal opens up in the living room and Gwen enters the living room first with the others in tow. Peter and Miles help support Noir's unconscious body. Peni and Ham scream in fear as they look at Noir's beaten and bloodied body. Aunt May, Peni and Ham leave the couch as they try to make way for Peter and Miles. Gwen, Miles and Peter take off their masks as they enter the living room.

_'NOIR!! WHAT HAPPENED TO HIM!'_

"Peter, Miles, set him down on the couch, quickly! Ham, can you go to the bathroom and get the first aid kit with bandages, antiseptic and more?" The three Spiders quickly follow Aunt May's orders. Peter and Miles gently lower Noir onto the couch while Ham quickly runs down the hallway to get to the bathroom. 

"WHAT HAPPENED!!" Peni walks over to Noir with tears in her eyes as she tries to not cry. Peni starts to breathe heavily as she starts to hyperventilate. Images of her father's body, Richard Parker begins to flood her mind. She remembers the time when her father tried to stop the Otto Octavius AI and he lost his life in an explosion. Looking at Noir's bloody and beaten body brings a sense of anguish and misery to the poor girl.

"N-noir p-please wake up. Please!" Peni starts to cry as she looks at Noir's beaten body. She does not want to lose Noir like how she lost her father. Peni begins to feel hot, wet tears spill from her eyes. The tears start to leave water streaks down her face as she begins to sob. Peni continues to hiccup and sniff until she feels a gentle feeling on her shoulder. Peni looks up and sees Gwen put her hand on her shoulder.

_'Please don't die Noir. Please, I.. I need you._

**_'Peni! Stay strong! He is going to be fine.'_ **

"Don't worry Peni. Noir is going to be fine. He probably has dealt with much more dangerous bad guys than these chumps." Gwen tries to console the poor crying girl by telling her that everything will be fine and dandy. Peni uses her arm to wipe away any tears that are streaming down her face. Gwen releases her grip on Peni's shoulder. Her face curves up into a small smile as she slowly stops crying. Peni looks down at SP//dr with a warm smile on her face.

"Thank you Gwen. Thank you SP//dr." Gwen smiles as she comforts Peni. Peni reachs for SP//dr on her shoulder to pet his back. Ham returns from the bathroom with a first aid kit in his arms. He hands the first aid kit to Aunt May. She opens the kit and takes out the bandages, antiseptics and all the other helpful items that will help bring Noir back to full health. Aunt May walks over to Noir's body and she removes his black mask, revealing his face to the others. 

Noir has ebony, dark hair with a tuft of hair that goes down to his forehead in a similar manner to the 'James Roosevelt hairstyle'. His face and skin is a pale white color similar to that of a ghost. The sleeves of Noir's trenchcoat are stained red as there are two gashes on sleeves, one for each. Some other unusual features that Noir has include large dark circles underneath his eyes, a large scar on the left side of his face that goes from his forehead to his cheek and a tiny, white scar on the right side of his face that starts at his upper lip and goes down to his lower lip. The other Spiders stare at Noir's face as they look at the private eye's strange features. Noir's features make him look like the living embodiment of a monochrome Noir film.

"Man,even when he's beaten up, Noir still looks better than me. Anyway, I've lost several pounds in the past few months." Peter starts to jealousy rant about Noir's good looks. Finally, Peter stops ranting about Noir's handsome looks and he raises his hands over his head to stretch his body. Peter puts his hands on his back to help him stretch his body. This ironically causes Peter's gut to expand as he stretches his back. 

"Looks like you’ve found it again.” Miles snickers as he looks at Peter's bulging gut. Gwen tries to fight back her laughter but her laughter gets the better of her. Ham joins in on the contagious laughter. Unlike the others, Peni is too worried and occupied with Noir's injuries than to laugh about Peter's gut. The room devolves into loud and rambunctious laughter as they laugh at Peter's expense. The short lived respite is cut short when Aunt May asks an important question.

"Can someone tell me what happened with Peter?" Aunt May griminces as she looks at Noir's multiple injuries. Noir has two small red gashes, one on each of his arms. Noir has a massive webbing on his chest that is covering a massive sword wound. She tries to gently lift Noir's upper body in order to remove his trenchcoat. She takes off Noir's trenchcoat and she gently places the coat on the armrest of the couch.

Aunt May takes a roll of bandage from the first aid kit. She starts pulling on the front part of the bandage. She stops pulling on the bandage and she grabs a pair of safety scissors to cut the bandage into two long strips. Peni walks up to Aunt May as she is tending to Noir. She takes two cotton balls from the first aid kit as well as a bottle of antiseptic. She pours some of the antiseptic onto the cotton balls. Peni sets the antiseptic bottle gently onto the coffee table. Peni rubs the cotton ball on Noir's arm injuries in order to prevent the wounds from becoming infected.

_'Don't worry Noir. I'm here to take care of you, just like you did with me.'_

The cotton ball turns crimson as it starts absorbing blood from Noir's wound in order to stop the bleeding. Aunt May wraps one of the bandage strips around Noir's left arm. Aunt May grabs the other bandage strip and she ties the bandage onto Noir's wound. Aunt May walks over to the right end of the couch to tend to Noir's other wound. She rolls up his left pants leg in order to inspect his leg injury. There is blood dripping from the three zigzag like injuries.

Peni takes another cotton ball and she grabs the antiseptic bottle from the coffee table. Peni opens the antiseptic bottle to pour the liquid onto the cotton ball. Peni then uses the cotton ball to clean Noir's leg. Aunt May grabs the bandage roll from the first aid kit and she pulls on the front of the roll. She puts the mouth of the bandage onto Noir's left leg. Aunt May raises Noir's leg in order to patch up the injury. As soon as the wound is covered up, Aunt May ties up the bandage on Noir's leg and she grabs the scissors to cut the bandage loose from the roll. She then gently lowers Noir's leg back on the couch.

"He got badly beaten up by Venom, Shocker and the Lizard." Peter sits down on one of the chairs near the coffee table. Peni gasps in surprise as she hears that Noir was beaten up by the three villains. She feels a burning feeling in her gut as she becomes furious. Peni tries to suppress the urge to get into her mech and beat up the villains who hurt Noir. While Aunt May and Peni tend to Noir, Miles leans against the wall with his arms folded. Gwen sits down on the other seat next to Peter.

_'T-those jerks!! How could they hurt Noir so badly. I h-have to-'_

**_'NO! You can get your revenge later. First, you should tend to Noir.'_ **

_'Oh..Sorry SP//dr. I just wanted to-'_

**_'I know Peni, I know.'_ **

Peni looks over at Noir with a worried expression on her face. She deeply cares for Noir and seeing him like this hurts her. She desperately wants to get revenge on the bad guys who hurt him but she knows that Noir would forbid her from getting her revenge. Peni sighs sadly as she focuses on tending to Noir's wounds.

"It was smart of Peter to use his webbing to cover his wounds." Aunt May grabs the scissors to cut the black webbing around Noir's chest. Unfortunately, the scissors are having a tough time cutting through the webbing because it has steel-like strength. After ten minutes of tedious cutting, Aunt May is finally able to remove the webbing from Noir's chest and she puts the scissors back in the first aid kit. The image that Peni and Aunt May see horrifies them.

The cut goes from the right side of the vest to the left side and the cut is very deep. Aunt May removes Noir's vest, turtleneck sweater and the kevlar plate on his chest, leaving the monochrome spider shirtless. The gruesome cut is a deep shade of purple as the muscle is being exposed to the oxygen in the air. Aunt May takes the cotton balls from Peni's hands to clean Noir's bloody gash. After cleaning the blood from the gash, Aunt May sets the red, bloody cotton balls on the coffee table. She grabs the roll of bandage and she pulls on the mouth of the roll. Aunt May gently lifts Noir's upper body in order to wrap the bandage around Noir's chest. After wrapping the brown, elastic bandage around Noir's chest four times, Aunt May grabs the scissors from the kit and she uses it to cut the used bandage from the bandage roll.

"There we go, Peter should be perfectly healthy in a few days." Peni happily sighs as she grabs the bloodied cotton balls from the table. Peni runs to the nearest garbage bin and throws the bloodied ball into the bin. 

"Aunt May, may I use the bathroom?"

"Go ahead." Peni excuses herself as she walks down the hallway to the bathroom. SP//dr clicks his mandibles as Peni walks down the hallway. She turns left as she finds the white bathroom door. She opens the door by turning the doorknob to the left. After being in the bathroom for a few minutes, Peni opens the door to leave the bathroom. 

She walks through the hallway, admiring the different pictures on the wall. The people in the pictures include Uncle Ben, Aunt May and the Peter of this universe. Peni looks onto the pictures with a bright smile on her face. Sometimes, she wishes that her life was like the picture on the wall, happy and full of life with your entire family. SP//dr nuzzles his body against Peni's neck. Peni laughs as SP//dr's hairy body tickles her neck. Peni soon reaches the living room and finds it deserted by every except Aunt May.

"Aunt May, Where did the others go?" Peni looks around to see if anyone is around. Unfortunately, Peni cannot spot anyone nearby. 

"They left to buy pizza at a restaurant. Ham said that he will bring some slices for you." Peni licks her lips as she imagines the large pizza slices are on their way here. 

"Is Noir going to be okay?" Peni grabs a chair from the coffee table and she drags the chair beside the couch. She sits on the chair to look over Noir's resting body. 

"Noir is going to be fine, I promise. Despite being from different universes, the Peter in my universe as well as the other two all share one thing in common: the desire to protect their loved ones and others from harm." Aunt May tries to reassure Peni that everything will be fine. Peni nods as she takes in Aunt May's words. In the end, Peni knows that Aunt May is right about Noir's ability to bounce back from life threatening events.

"I'm going to the bathroom. If you need anything Peni, call me." Peni nods as she takes care of Noir. Aunt May turns around as she starts to walk down the hallway. Peni stares at Noir with a sad frown as she blames herself for getting captured by the Nazis. 

_'If I had just fought back against those Nazis, Noir would not be here unconscious._

**_'I've seen Noir worry greatly about your safety. He couldn't rest until you were safe and sound. Don't beat yourself up about. All that matters is that you are both alive.'_ **

_'I'm sorry for causing both you and Noir so much worry. Thank you both for never giving up on me. Thank you Noir for taking care of me. Now its turn to return the favor and to look after you. I love you.'_

**Author's Note:**

> This is the first part of a multi chapter story and be able Noir and the Spider-Family working together to take down Nazis and save Peni. This is a gift to KeroZombie and AnimationNut for their amazing stories.


End file.
